-----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, HkT0H7lM8EUdIXDEmGHGJi/CCjttw1M7I6vOlt2zTY5hxQJT7D2tbzRph7P/7h5v FH8fgqIcS+pqynn7D/FOlg== 0000898430-97-002899.txt : 19970715 0000898430-97-002899.hdr.sgml : 19970715 ACCESSION NUMBER: 0000898430-97-002899 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970714 EFFECTIVENESS DATE: 19970714 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PINKERTONS INC CENTRAL INDEX KEY: 0000078666 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DETECTIVE, GUARD & ARMORED CAR SERVICES [7381] IRS NUMBER: 135318100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31243 FILM NUMBER: 97640242 BUSINESS ADDRESS: STREET 1: 15910 VENTURE BOULEVARD SUITE 900 CITY: ENCINO STATE: CA ZIP: 91436-3095 BUSINESS PHONE: 8183808800 MAIL ADDRESS: STREET 1: 15910 VENTURA BLVD., SUITE 900 CITY: ENCINO STATE: CA ZIP: 91436-2810 S-8 1 PERFORMANCE AND EQUITY INCENTIVE PLAN As filed with the Securities and Exchange Commission on July 14, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _____________________ PINKERTON'S, INC. (Exact Name of Registrant as Specified in Its Charter) _____________________ DELAWARE 13-5318100 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) _____________________ 15910 Ventura Boulevard Suite 900 Encino, California 91436 (818) 380-8800 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) _____________________________ 1995 PINKERTON PERFORMANCE AND EQUITY INCENTIVE PLAN (Full Title of Plan) ___________________________ C. Michael Carter, Esq. Executive Vice President, General Counsel and Corporate Secretary PINKERTON'S, INC. 15910 Ventura Boulevard, Suite 900 Encino, California 91436 (818) 380-8800 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) _________________________ CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered per Share Price Registration Fee - --------------------------------------------------------------------------------------------------------- Common Stock (1) 350,000 (2) $30.81(3) $10,783,500(3) $3,268 - ---------------------------------------------------------------------------------------------------------
(1) Each share of Common Stock includes one Preferred Stock Purchase Right (a "Right"). As of the date hereof, the Rights have no value and are attached to the Common Stock and not separable. See Registrant's Registration Statement on Form 8-A filed July 19, 1991. The Rights are also registered hereby. (2) The additional shares of Common Stock, with attached Rights, that may become available for purchase in accordance with the provisions of the Plan in the event of certain changes in the outstanding shares of Common Stock of Pinkerton, including, among other things, stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or reorganizations are also being registered. (3) Estimated in accordance with Rule 457(h) and Rule 457(c) solely for purposes of calculating the registration fee and based on the average of the high and low prices of the Common Stock of the Company on the New York Stock Exchange on July 7, 1997. ================================================================================ INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT This Registration Statement is filed in order to register additional securities relating to an employee benefit plan for which a registration statement has previously been filed. The contents of Registration Statement on Form S-8, Commission File No. 33-93902, filed June 22, 1995, are by this reference incorporated in and made a part of this Registration Statement. EXHIBITS. The Exhibit Index appears on page II-4. II-1 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 City of Encino, State of California, on this 10th day of July, 1997. PINKERTON'S, INC. BY: /s/ C. MICHAEL CARTER ---------------------------- C. Michael Carter ITS: Executive Vice President, General Counsel and Corporate Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Denis R. Brown, C. Michael Carter and James P. McCloskey and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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 TITLE DATE --------- ----- ---- /s/ DENIS R. BROWN President and Chief Executive Officer July 10, 1997 - -------------------------- (Principal Executive Officer) Denis R. Brown /s/ JAMES P. MCCLOSKEY Executive Vice President and July 10, 1997 - -------------------------- Chief Financial Officer James P. McCloskey (Principal Financial Officer) /s/ STEVEN A. LINDSEY Vice President and Controller July 10, 1997 - -------------------------- (Principal Accounting Officer) Steven A. Lindsey Director - -------------------------- Peter H. Dailey
II-2 /s/ JOHN A. GAVIN Director July 10, 1997 - -------------------------- John A. Gavin /s/ JAMES R. MELLOR Director July 10, 1997 - -------------------------- James R. Mellor /s/ GERALD D. MURPHY Director July 10, 1997 - -------------------------- Gerald D. Murphy Director - -------------------------- J. Kevin Murphy Director - -------------------------- Robert M. Smith /s/ THOMAS W. WATHEN Director July 10, 1997 - -------------------------- Thomas W. Wathen /s/ WILLIAM H. WEBSTER Director July 10, 1997 - -------------------------- William H. Webster
II-3 INDEX TO EXHIBITS
Sequentially Exhibit Number Description Numbered Page -------------- ----------- ------------- 5.1 Opinion of C. Michael Carter, Esq. 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors. 23.2 Consent of C. Michael Carter, Esq. (included in Exhibit 5.1). 24.1 Power of Attorney (included on Signature Pages).
II-4 EX-5.1 2 OPINION OF C. MICHAEL CARTER, ESQ. [LETTERHEAD OF PINKERTON'S, INC.] Exhibit 5.1 July 7, 1997 Securities and Exchange Commission 450 Fifth Street, NW Washington, D.C. 20549 Re: Pinkerton's, Inc.--Form S-8 Registration Statement ---------------------- Ladies and Gentlemen: I am Executive Vice President, General Counsel and Corporate Secretary of, and have acted as legal counsel to Pinkerton's, Inc., a Delaware corporation (the "Company"), in connection with the filing with the Securities and Exchange Commission of the Company's registration statement on Form S-8 (the "Registration Statement") covering 350,000 shares of the Company's common stock, $.001 par value, with the attached Preferred Stock Purchase Rights ("Common Stock"), issuable pursuant to the Company's 1995 Pinkerton Performance and Equity Incentive Plan as amended and adopted by the Board of Directors and the Stockholders on April 26, 1996 (the "Amended Plan"). I have examined the Registration Statement, the Amended Plan and such other documents, and have obtained such certificates and assurances from officers and representatives of the Company and made such additional inquiries as I have deemed necessary for the purpose of rendering this opinion. I have assumed the genuineness of all signatures on, and the authenticity of, all documents and instruments submitted to me as originals, and the conformity to original documents of all documents submitted to me as copies. I have also examined the proceedings heretofore taken by the Company in connection with the adoption of the Amended Plan and the grant of additional options to acquire shares of Common Stock under the Amended Plan, and I assume for the purposes of this opinion that the Company will not grant any award under the Amended Plan pursuant to which shares of Common Stock could be issued for consideration that is not adequate in form or amount to support the issuance of fully paid stock under applicable state law. Securities and Exchange Commission July 7, 1997 Page 2 On the basis of the foregoing, I am of the opinion that the shares of Common Stock to be issued by the Company pursuant to the Amended Plan, when sold and paid for in accordance the term of the Amended Plan, will be legally issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely yours, /s/ C. Michael Carter C. Michael Carter EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 The Board of Directors Pinkerton's Inc. and Subsidiaries: We consent to the use of our reports incorporated herein by reference and to the reference to our firm under the heading "Experts" in the prospectus. /s/ KPMC Peat Marwick LLP Los Angeles, California July 14, 1997 -----END PRIVACY-ENHANCED MESSAGE-----