-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BA5GYUWQICfn9wR6AYxU8flAjGbuBOOrfRrMJQv+8eF6tbk293Dm++qUgrCcmJ8/ OETwq7/Oo+zZ8VkyUeRRVg== 0000950144-02-000136.txt : 20020413 0000950144-02-000136.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950144-02-000136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020107 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL SERVICE INDUSTRIES INC CENTRAL INDEX KEY: 0000070538 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC LIGHTING & WIRING EQUIPMENT [3640] IRS NUMBER: 580364900 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03208 FILM NUMBER: 2503077 BUSINESS ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309-3002 BUSINESS PHONE: 4048531000 MAIL ADDRESS: STREET 1: 1420 PEACHTREE ST NE CITY: ATLANTA STATE: GA ZIP: 30309 8-K 1 g73606e8-k.txt NATIONAL SERVICE INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2002 National Service Industries, Inc. --------------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 001-03208 --------- (Commission File Number) 58-0364900 ---------- (IRS Employer Identification Number) 1420 Peachtree Street, N.E., Atlanta, Georgia 30309-3002 --------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (404) 853-1000 Not applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. National Service Industries, Inc. (the "Registrant") has completed a one-for-four reverse stock split of its common stock. The reverse stock split, which was effective as of 12:01 a.m., Eastern time, on January 7, 2002, was approved by the Registrant's stockholders at the annual meeting of stockholders held on January 3, 2002. On January 3, 2002, the registrant issued a press release announcing, among other things, stockholder approval and the effective date of the reverse stock split. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. The following exhibit is filed herewith: EXHIBIT NO. DESCRIPTION ----------- ----------- 99.1 Press Release, issued by the Registrant on January 3, 2002. 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 7, 2002 NATIONAL SERVICE INDUSTRIES, INC. By: /s/ Carol Ellis Morgan ----------------------------------------- Carol Ellis Morgan Senior Vice President, General Counsel, and Secretary 3 EX-99.1 3 g73606ex99-1.txt PRESS RELEASE Exhibit 99.1 NSI STOCKHOLDERS APPROVE REVERSE STOCK SPLIT AND OTHER ANNUAL MEETING MATTERS; DECLARES QUARTERLY DIVIDEND ATLANTA, Jan 3, 2002 -- Stockholders at the annual meeting of National Service Industries (NYSE: NSI) today approved a one-for-four reverse stock split of NSI common stock. NSI stockholders also elected seven directors, approved the 2001 Nonemployee Directors' Stock Incentive Plan, and ratified the selection of Arthur Andersen LLP as the company's independent public accountants for the 2002 fiscal year. The following seven individuals were elected as directors at the annual meeting of stockholders, for a term ending at the next annual meeting: Dennis R. Beresford; John E. Cay, III; Don L. Chapman; Brock A. Hattox, chairman and chief executive officer of NSI; Joia M. Johnson; Michael Z. Kay; and Betty L. Siegel. In addition, Erwin Zaban and David Levy will serve as honorary directors. Following the annual meeting of stockholders, the board of directors met and authorized the company to proceed with the reverse stock split. NSI common stock will begin trading on a reverse split basis on January 7, 2002. Equiserve Trust Company, N.A. has been retained to effect the exchange of certificates. As a result of the reverse stock split, every four shares of NSI common stock will be reclassified into one share of NSI common stock. NSI will not issue fractional shares in connection with the reverse stock split, and cash will be paid in lieu of such fractional shares. The reverse stock split will not change the number of authorized shares of NSI common stock or the par value per share of NSI common stock. The board of directors of NSI today declared a regular quarterly dividend of 4 cents per share on a post reverse split basis. The dividend is payable on February 1, 2002 to shareholders of record on January 14, 2002. The Chairman's address from the company's annual meeting will be posted at the NSI Web site: www.nationalservice.com . National Service Industries, Inc., with fiscal year 2001 sales of $560 million, has two business segments -- textile rental and envelopes. SOURCE National Service Industries, Inc. CONTACT: Chester J. Popkowski (Chet), Senior Vice President, Chief Financial Officer, and Treasurer of National Service Industries, +1-404-853-1205 URL: http://www.nationalservice.com -----END PRIVACY-ENHANCED MESSAGE-----