As filed with the Securities and Exchange Commission on
November 20, 2001.
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
The ServiceMaster Company
(Exact name of registrant as specified in its charter)
DELAWARE 36-3858106
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) (Identification No.)
One ServiceMaster Way
Downers Grove, Illinois 60515-1700
(630) 271-1300
(Address and telephone number of principal executive offices)
------------------------------
ServiceMaster Directors Deferred Fees Plan
ServiceMaster 10 Plus Option Plan
(Full title of the plan)
Jim L. Kaput
Senior Vice President and General Counsel
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, Illinois 60515
(630) 271-1300
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF THE REGISTRATION FEE
Proposed Proposed
Title of maximum maximum Amount of
security Amount to be offering aggregate registration
to be registered price offering fee
registered Per unit price
-----------------------------------------------------------------------------------------------------------------------------------
Common stock 5,999,284(1) $11.66(2) $69,951,651(2) $17,488(2)
Deferred
Compensation
Obligations (3) $500,000(4) n/a (4) $500,000(4) $125
Total Fee $17,613
(1) Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement shall be deemed to cover any additional shares
issuable pursuant to the antidilution provisions of the ServiceMaster
10 Plus Option Plan.
(2) Calculated pursuant to Rule 457(c) under the Securities Act of 1933 and
based upon the average of the high and low sales prices of the common
stock reported on the New York Stock Exchange on November 15, 2001.
(3) Includes up to 50,000 shares of common stock distributable upon payment
of Deferred Compensation Obligations.
(4) The Deferred Compensation Obligations are unsecured obligations of The
ServiceMaster Company to pay deferred compensation in the future in
accordance with the terms of the ServiceMaster Directors Deferred Fees
Plan. Participants in the Plan may elect from two investment options,
an interest bearing account and common stock equivalent
account. These investments will accrue earnings (or losses) on the
obligations based on their respective performance.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ServiceMaster has filed the following documents with the Securities and
Exchange Commission (the "COMMISSION") pursuant to the Securities Exchange Act
of 1934 (the "EXCHANGE ACT") and such documents are incorporated herein by
reference:
1. ServiceMaster's Annual Report on Form 10-K for
the year ended December 31, 2000;
2. All other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31,
2000; and
3. The description of the common stock that is
contained in ServiceMaster's Registration
Statement filed with the Commission under
Section 12 of the Exchange Act, including any subsequent
amendment or any report filed for the purpose of
updating such description.
All documents filed by ServiceMaster with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this registration statement and
to be a part hereof from the respective dates of filing of such documents (such
documents, and the documents enumerated above, being hereinafter referred to as
"INCORPORATE DOCUMENTS").
Item 4. Description of Securities.
The $500,000 of deferred compensation obligations (the
"OBLIGATIONS") being registered under this Registration
Statement may be offered to non-employee directors of
ServiceMaster pursuant to the ServiceMaster Directors
Deferred Fees Plan (the "DEFERRED FEES PLAN").
The Obligations are general unsecured obligations of
ServiceMaster to pay deferred compensation in the future in
accordance with the terms of the Deferred Fees Plan from
the general assets of ServiceMaster and rank pari passu
with other unsecured and unsubordinated indebtedness of
ServiceMaster from time to time outstanding. The
Obligations are bookkeeping accounts. However,
ServiceMaster has established a trust to hold assets
contributed under the Deferred Fees Plan. However, these
assets remain general assets of ServiceMaster and rank pari
passu with other unsecured and unsubordinated indebtedness
of ServiceMaster from time to time outstanding.
The amount of compensation deferred by each
participant is determined in accordance with each
participant's deferral election and the provisions of the
Deferred Fees Plan. The Deferred Fees Plan provides for
the investment of each participant's deferral account in an
interest bearing account or common stock equivalents of
ServiceMaster. Participant's cannot sell, assign,
transfer, pledge or otherwise encumber any Obligations.
Upon the termination of the deferral period,
retirement, death or termination of service as a director,
payment of all deferred accounts will be made in the form
of common stock, in a single lump sum or, at the election
of the participant, in annual installments in accordance
with the terms of the Deferred Fees Plan.
ServiceMaster reserves the right to amend or terminate
the Deferred Fees Plan at any time, except that no
amendment or termination may adversely affect the rights of
any participant with respect to amounts that have been
credited to a participant's account prior to the date of
amendment or termination.
The Obligations are not convertible into any other
security of ServiceMaster. The Obligations will not have
the benefit of a negative pledge or any other affirmative
or negative covenant of ServiceMaster.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
ServiceMaster is incorporated under the laws of the
State of Delaware. Section 145 of the Delaware General
Corporation Law allows for indemnification of directors and
officers of Delaware corporations against certain expenses,
judgments, fines and settlements in connection with
litigation. ServiceMaster's Amended and Restated
Certificate of Incorporation provides for indemnification
of the directors and officers of ServiceMaster against
certain liabilities. In addition, Section 145 further
authorizes a corporation to purchase and maintain insurance
on behalf of its directors and officers against certain
liabilities. All of ServiceMaster's directors and officers
are covered by insurance policies maintained and held in
effect by ServiceMaster against certain liabilities for
actions taken in such capacities, including liabilities
under the Securities Act of 1933.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) 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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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)
of this section 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
that remain unsold at the termination of the offering.
(b) The undersigned 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
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 Village of
Downers Grove, State of Illinois, on November 20, 2001.
THE SERVICEMASTER COMPANY
By: /S/ JIM L. KAPUT
----------------
Jim L. Kaput
Senior Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of
1933, the following persons in the capacities indicated
signed this Registration Statement on November 20, 2001.
SIGNATURE TITLE
/S/ C. WILLIAM POLLARD Chairman and Director
--------------------------------------------
C. William Pollard
/S/ JONATHAN P. WARD President, Chief Executive
--------------------------------------------
Jonathan P. Ward Officer and Director
/S/ STEVEN C. PRESTON Executive Vice President and
--------------------------------------------
Steven C. Preston Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
* Senior Chairman and Director
--------------------------------------------
Carlos H. Cantu
* Director
--------------------------------------------
Paul W. Berezny, Jr.
* Director
--------------------------------------------
Brian Griffiths
* Director
-------------------------------------------------
Sidney E. Harris
* Director
--------------------------------------------
Glenda A. Hatchett
* Director
--------------------------------------------
Herbert P. Hess
* Director
--------------------------------------------
Michele M. Hunt
* Director
--------------------------------------------
James D. McLennan
* Director
--------------------------------------------
Vincent C. Nelson
* Director
--------------------------------------------
Dallen W. Peterson
* Director
--------------------------------------------
Donald G. Soderquist
* Director
--------------------------------------------
Charles W. Stair
* Director
--------------------------------------------
David K. Wessner
* The undersigned, by signing his name hereto, does sign
and execute this Registration Statement pursuant to the
Powers of Attorney executed by certain of the above-named
officers and directors of The ServiceMaster Company.
By: /S/ JIM L. KAPUT
----------------
Jim L. Kaput
Attorney-in-Fact
EXHIBIT INDEX
EXHIBIT DESCRIPTION
NO.
4.1 ServiceMaster's Amended and Restated Certificate of
Incorporation, as filed with the Secretary of State
of Delaware on November 6, 1997, is incorporated by
reference to Exhibit 1 to the ServiceMaster Limited
Partnership Current Report on Form 8-K, dated
December 18, 1997 (Commission File No. 1-9378).
4.2 ServiceMaster's Bylaws, as amended through September
29, 2000, is incorporated by reference to Exhibit 1.4
to Amendment No. 1 to Form 8-A/A, dated October 6,
2000 (Commission File No. 1-14762).
4.3 ServiceMaster's Directors Deferred Fees Plan is
incorporated by reference to Exhibit 10.18 to the
ServiceMaster Limited Partnership Annual Report on
Form 10-K for the year ended December 31, 1990
(Commission File No. 1-09378) (the "1990 10-K").
4.4 Form of Directors Deferred Fees Arrangement is
incorporated by reference to Exhibit 10.19 to the
1990 10-K.
4.5 ServiceMaster's 10 Plus Option Plan, as amended
through September 3, 1991, is incorporated by
reference to Exhibit 10.21 to the ServiceMaster
Limited Partnership Annual Report on Form 10-K for
the year ended December 31, 1991 (Commission File No.
1-09378) (the "1991 10-K").
4.6 Form of Option Agreement for the 10 Plus Option Plan
is incorporated by reference to Exhibit 10.22 to the
1991 10-K.
5* Opinion of Counsel.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Counsel (included in Exhibit 5).
24* Powers of Attorney.
*Filed herewith
EXHIBIT 5
November 20, 2001
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, IL 60515
Re: 5,999,284 shares of common stock ("COMMON STOCK")
under the ServiceMaster 10 Plus Option Plan (the
"10 PLUS PLAN") and $500,000 of deferred
compensation obligations (including up to 50,000
shares of common stock) under the ServiceMaster
Directors Deferred Fees Plan (the "DEFERRED FEES
PLAN") (together, the "PLANS")
Ladies and Gentlemen:
I am General Counsel for The ServiceMaster Company, a
Delaware corporation ("SERVICEMASTER"), and have acted as
counsel for ServiceMaster in connection with the
preparation and filing of a Registration Statement on Form
S-8 (the "REGISTRATION STATEMENT") under the Securities Act
of 1933 (the "SECURITIES ACT") relating to (i) the
registration of 5,999,284 shares of Common Stock to be
offered and sold to ServiceMaster employees under the 10
Plus Plan and (ii) up to $500,000 of (1) ServiceMaster's
deferred compensation obligations (the "DEFERRED FEE
OBLIGATIONS") and (2) Common Stock, in each case payable
under the Deferred Fees Plan.
To render the opinions expressed below, I have
reviewed the 10 Plus Plan, the Deferred Fees Plan, and the
Registration Statement. I have also examined originals, or
copies of originals certified or otherwise identified to my
satisfaction, of ServiceMaster's corporate records. I have
examined such questions of law and have satisfied myself to
such matters of fact as I have deemed relevant and
necessary as a basis for the opinions expressed herein. I
have assumed the authenticity of all documents submitted to
me as originals, the genuineness of all signatures, the
legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted
to me for my examination.
Based upon the foregoing, I am of the opinion that:
1. ServiceMaster is duly incorporated and validly
existing under the laws of the State of Delaware.
2. If ServiceMaster's Board of Directors or a duly
authorized committee thereof authorizes the issuance of
authorized and unissued shares of Common Stock for the
consideration provided in the Plans, such shares will, when
certificates representing such shares have been duly
executed, countersigned and registered and duly delivered
against the receipt by ServiceMaster of the consideration
provided in the Plans, be legally issued, fully paid and
non-assessable.
3. The Deferred Compensation Obligations will be, when
created in accordance with the terms of the Deferred Fees
Plan, valid and binding obligations of ServiceMaster,
enforceable in accordance with the terms of the Deferred
Fees Plan, subject to applicable bankruptcy, moratorium,
insolvency, fraudulent transfer, reorganization and other
laws of general applicability relating to or affecting
creditor's rights and to general equitable principles.
The foregoing opinions are limited to the General
Corporation Law of the State of Delaware. I express no
opinion as to the application of the securities or blue sky
laws of the various states to the issuance or sale of
shares of common stock.
I hereby consent to the filing of this opinion letter
as an exhibit to the Registration Statement.
Very truly yours,
The ServiceMaster Company
/S/ JIM L. KAPUT
----------------
Jim L. Kaput
Senior Vice President
and General Counsel
EXHIBIT 23.1
Arthur Andersen
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of our report dated January 23, 2001 incorporated
by reference in The ServiceMaster Company's Form 10-K for
the year ended December 31, 2000 and to all references to
our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 20, 2001
EXHIBIT 24
Power of Attorney
I hereby appoint each of Jim L. Kaput or Steven C.
Preston or Eric R. Zarnikow or any other person occupying
the office of General Counsel, Chief Financial Officer, or
Treasurer with The ServiceMaster Company ("SERVICEMASTER")
at the time any action hereby authorized shall be taken to
act as my attorney-in-fact and agent for all purposes
specified in this Power of Attorney. I hereby authorize
each person identified by name or office in the preceding
sentence (each of whom is herein called my "AUTHORIZED
REPRESENTATIVE") acting alone to sign and file on my behalf
in all capacities I may at any time have with ServiceMaster
(including but not limited to the position of director or
any officer position) the Registration Statement prepared
under the Securities Act of 1933 identified in this Power
of Attorney and any amendment to any such Registration
Statement. I hereby authorize each authorized
representative in my name and on my behalf to execute every
document and take every other action which such authorized
representative deems necessary or desirable in connection
with the Registration Statement identified in this Power of
Attorney and any sale of securities or other transaction
accomplished by means of any such Registration Statement.
This Power of Attorney applies to a Registration
Statement on Form S-8 that registers common stock to be
offered and sold pursuant to the ServiceMaster 10 Plus
Option Plan and ServiceMaster's obligations under the
ServiceMaster Directors Deferred Fees Plan.
This instrument shall remain in effect until the
earlier to occur of (i) my cessation of service as a
director and officer of ServiceMaster and (ii) my giving
written notice to ServiceMaster's Chairman, Chief Executive
Officer, General Counsel, Chief Financial Officer or
Treasurer of my election to revoke this instrument. No
such revocation shall be effective to revoke the authority
for any action taken pursuant to this Power of Attorney
prior to such cessation of service or delivery of such
revocation.
The law of the State of Illinois shall govern this
instrument.
Dated: November 20, 2001
/S/ PAUL W. BEREZNY, JR.
------------------------------
Paul W. Berezny, Jr.
/S/ CARLOS H. CANTU
------------------------------
Carlos H. Cantu
/S/ BRIAN GRIFFITHS
------------------------------
Brian Griffiths
/S/ SIDNEY E. HARRIS
------------------------------
Sidney E. Harris
/S/ GLENDA A. HATCHETT
------------------------------
Glenda A. Hatchett
/S/ HERBERT P. HESS
------------------------------
Herbert P. Hess
/S/ MICHELE M. HUNT
------------------------------
Michele M. Hunt
/S/ JAMES D. MCLENNAN
------------------------------
James D. McLennan
/S/ VINCENT C. NELSON
------------------------------
Vincent C. Nelson
/S/ DALLEN W. PETERSON
------------------------------
Dallen W. Peterson
/S/ DONALD G. SODERQUIST
------------------------------
Donald G. Soderquist
/S/ CHARLES W. STAIR
------------------------------
Charles W. Stair
/S/ DAVID K. WESSNER
------------------------------
David K. Wessner