-----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, JbL4OcLshGFHqG9aMkw2ffl9UZRUDTGt6CrJYymUEx5lBtXm8x/ucT04FaanGLPU sFqPG5bxbFSbyJTXR7gwYg== 0000892251-99-000089.txt : 19990326 0000892251-99-000089.hdr.sgml : 19990326 ACCESSION NUMBER: 0000892251-99-000089 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990324 EFFECTIVENESS DATE: 19990324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CINTAS CORP CENTRAL INDEX KEY: 0000723254 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 311188630 STATE OF INCORPORATION: WA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75015 FILM NUMBER: 99572066 BUSINESS ADDRESS: STREET 1: 6800 CINTAS BLVD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 BUSINESS PHONE: 5134591200 MAIL ADDRESS: STREET 1: 6800 CINTAS BOULEVARD STREET 2: P O BOX 625737 CITY: CINCINNATI STATE: OH ZIP: 45262 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 24, 1999. Registration No. 333-__________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Incorporated CINTAS CORPORATION I.R.S. Employer Under the Laws 6800 CINTAS BOULEVARD Identification No. of Washington CINCINNATI, OHIO 45262 31-1188630 (513) 459-1200 UNITOG COMPANY 1992 and 1997 STOCK OPTION PLANS Gary P. Kreider, Esq. Keating, Muething & Klekamp, P.L.L. 1400 Provident Tower One East Fourth Street Cincinnati, Ohio 45202 (513) 579-6411 (Agent for Service of Process) CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities To To Be Price Offering Registration Be Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock, 191,627* $65.625** $12,575,521.875** $3,496.00*** No par value* Shares - -------------------------------------------------------------------------------- * This Registration Statement is filed for up to 191,627 shares of Common Stock issuable pursuant to the Unitog Company 1992 and 1997 Stock Option Plans. ** Estimated solely for purposes of calculating registration fee. *** Registration fee has been calculated pursuant to Rule 457(h) based on the average of the high and low prices of Cintas Common Stock quoted on The Nasdaq Stock Market on March 23, 1999 of $65.625 per share. This registration statement is filed for the purpose of registering shares of Cintas Corporation Common Stock that are subject to options held by employees and non-employee directors of Unitog Company that have been assumed by Cintas effective as of March 24, 1999 pursuant to Section 8.17 of the Agreement and Plan of Merger among Cintas, Cintas Image Acquisition Company and Unitog dated January 9, 1999. Upon the filing of this registration statement, Cintas shares become issuable when such Unitog options are exercised. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by Cintas Corporation with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof: 1. Cintas' Annual Report on Form 10-K for the fiscal year ended May 31, 1998. 2. Cintas' Quarterly Reports on Form 10-Q for the quarters ended August 31, 1998, November 30, 1998 and February 28, 1999. 3. Cintas' Forms 8-K filed on June 1, 1998 and January 14, 1999. 4. The description of Cintas Common Stock contained in the Registration Statement on Form 8-A, SEC File No. 0-11399, registering Cintas Common Stock under Section 12 of the Securities Exchange Act of 1934, which describes the class of securities being registered hereunder. All reports and other documents subsequently filed by Cintas pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all Common Stock offered has been sold or which deregisters all Common Stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities Not Applicable. Item 5. Interests of Named Experts and Counsel The legality of the Common Stock offered hereby will be passed upon for Cintas by Keating, Muething & Klekamp, P.L.L. 1400 Provident Tower, One East Fourth Street, Cincinnati, Ohio 45202. Donald P. Klekamp, a Director of the Company, is a partner of Keating, Muething & Klekamp, P.L.L. Attorneys of Keating, Muething & Klekamp, P.L.L. participating in matters relating to this registration statement own 174,488 shares of the Cintas Common Stock. Item 6. Indemnification of Directors and Officers Washington Business Corporation Act, Section 23A.08.025, allows indemnification by the Registrant to any person made or threatened to be made a party to any proceedings, other than a proceeding by or in the right of the Registrant, by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, against expenses, including judgments and fines, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to criminal actions, in which he had no reasonable cause to believe that his conduct was unlawful. Similar provisions apply to actions brought by or in the right of the Registrant, except that no indemnification shall be made in proceedings in which the person shall have been adjudged to be liable to the Corporation. Indemnifications are to be made by a majority vote of a quorum of disinterested directors or the written opinion of independent counsel or by the shareholders. Article V of the Registrant's By-Laws provides that indemnification shall be extended to any of the persons described above to the full extent permitted by the Washington Business Corporation Act. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits (All exhibits are filed with this Form S-8 unless otherwise indicated.) Exhibit 4.1 Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to Unitog's Annual Report on Form 10-K for the fiscal year ended January 26, 1992) Exhibit 4.2 Amendment Number 1 to Unitog Company 1992 Stock Option Plan (incorporated by reference to Exhibit 10(d) to Unitog's Annual Report on Form 10- K for the fiscal year ended January 30, 1994) Exhibit 4.3 Unitog Company 1997 Stock Option Plan (incorporated by reference to Exhibit A to Unitog's definitive proxy statement for its 1995 Annual Meeting of Stockholders) Exhibit 5 Opinion of Keating, Muething & Klekamp, P.L.L Exhibit 23.1 Consent of Ernst & Young LLP Exhibit 23.2 Consent of Keating, Muething & Klekamp, P.L.L. (included in Exhibit 5) Exhibit 24 Power of Attorney (contained on the signature page) Item 9. Undertakings 9.1 The undersigned Registrant hereby undertakes 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 this 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 this Registration Statement and (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 (i) and (ii) shall not apply if the information required to be included in a post-effective amendment is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. 9.2 The undersigned Registrant hereby undertakes 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. 9.3 The undersigned Registrant hereby undertakes 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. 9.4 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 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. 9.5 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 Cincinnati, Ohio, on March 24, 1999. CINTAS CORPORATION By: /s/ Robert J. Kohlhepp --------------------------- Robert J. Kohlhepp, Chief Executive Officer 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 dates indicated. The persons whose names are marked with an asterisk (*) below hereby designate Robert J. Kohlhepp or William C. Gale, or either of them, as Attorney-In-Fact to sign all amendments, including any post-effective amendments, to this Registration Statement. Signature Capacity Date /s/ Richard T. Farmer Chairman of the Board March 24, 1999 - ---------------------------- of Directors Richard T. Farmer* /s/ Robert J. Kohlhepp Chief Executive Officer March 24, 1999 - ---------------------------- and Director (Principal Robert J. Kohlhepp* Executive Officer) /s/ Scott D. Farmer President, Chief Operating March 24, 1999 - ---------------------------- Officer and Director Scott D. Farmer* - ---------------------------- Director March 24, 1999 Gerald V. Dirvin* /s/ James J. Gardner Director March 24, 1999 - ---------------------------- James J. Gardner* /s/ Roger L. Howe Director March 24, 1999 - ----------------------------- Roger L. Howe* - ------------------------------ Director March 24, 1999 John S. Lillard* - ------------------------------ Director March 24, 1999 Donald P. Klekamp* /s/ William C. Gale Vice President of Finance March 24, 1999 - ------------------------------ (Principal Financial Officer William C. Gale* and Principal Accounting Officer) EX-5 2 KEATING, MUETHING & KLEKAMP, P.L.L. OPINION EXHIBIT 5 FACSIMILE (513) 579-6956 March 24, 1999 Direct Dial: (513) 579-6411 Cintas Corporation 6800 Cintas Boulevard P.O. Box 625737 Cincinnati, Ohio 45262-5737 Gentlemen: We serve as your general counsel and are familiar with your Articles of Incorporation, Bylaws and corporate proceedings generally. We have reviewed the corporate records as to the Unitog Company 1992 Stock Option Plan, as amended, and the Unitog Company 1997 Stock Option Plan as well as the Agreement and Plan of Merger by and among Cintas, Cintas Image Acquisition Company and Unitog dated January 9, 1999 and documents relating thereto which call for the issuance of shares of Cintas Common Stock to option holders of Unitog Company. Based solely upon such examination and considerations, we are of the opinion: 1. That Cintas Corporation is a duly organized and validly existing corporation under the laws of Washington; and 2. That Cintas has taken all necessary and required corporate actions in connection with the proposed issuance of up to 191,627 shares of Cintas Common Stock pursuant to these Plans and the Cintas Common Stock, when issued and delivered, will be validly issued, fully paid and non-assessable shares of Common Stock of the Corporation free of any claim of pre-emptive rights. We hereby consent to be named in the Registration Statement and the Prospectus part thereof as the attorneys who have passed upon legal matters in connection with the issuance of the aforesaid Common Stock and to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, KEATING, MUETHING & KLEKAMP, P.L.L. BY: /s/ Gary P. Kreider ------------------------------ Gary P. Kreider EX-23 3 ERNST & YOUNG LLP CONSENT EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to shares of Cintas Common Stock to be issued under the Unitog Company 1992 Stock Option Plan, as amended, and Unitog Company 1997 Stock Option Plan of our report dated July 2, 1998, with respect to the consolidated financial statements of Cintas Corporation incorporated by reference in its Annual Report on Form 10-K for the year ended May 31, 1998 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. Ernst & Young LLP Cincinnati, Ohio March 22, 1999 -----END PRIVACY-ENHANCED MESSAGE-----