As filed with the Securities and Exchange Commission on
January 30, 2002.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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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)
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WeServeHomes.com, Inc. 2000 Stock Option/Stock Issuance 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
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Common stock 287,536 (1) $13.87(2) $3,988,124(2) $367(2)
(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 WeServeHomes.com, Inc. 2000 Stock Option/Stock Issuance Plan.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
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 "incorporated documents").
Item 4. Description of Securities.
Not applicable.
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 January 30, 2002.
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 January 30, 2002.
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)
* Director
---------------------------
Paul W. Berezny, Jr.
* Director
---------------------------
Brian Griffiths
* Director
---------------------------
Sidney E. Harris
* Director
---------------------------
Michele M. Hunt
* Director
---------------------------
James D. McLennan
* 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 WeServeHomes.com, Inc. 2000 Stock Option/Stock
Issuance Plan is incorporated by reference to Exhibit
10.21 to the Annual Report on Form 10-K for the year
ended December 31, 2000 (Commission File No. 1-14762)
(the "2000 10-K").
4.4 Form of Stock Option Agreement for the
WeServeHomes.com, Inc. 2000 Stock Option/Stock
Issuance Plan is incorporated by reference to Exhibit
10.22 to the 2000 10-K.
4.5 Form of Stock Purchase Agreement for the
WeServeHomes.com, Inc. 2000 Stock Option/Stock
Issuance Plan is incorporated by reference to Exhibit
10.23 to the 2000 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
January 30, 2002
The ServiceMaster Company
One ServiceMaster Way
Downers Grove, IL 60515
Re: 287,918 shares of common stock ("Common Stock")
------------
under the WeServeHomes.com, Inc. 2000 Stock
Option/Stock Issuance Plan (the "Plan")
----
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 the registration
of 287,918 shares of Common Stock to be offered and sold
to ServiceMaster employees under the Plan.
To render the opinions expressed below, I have
reviewed the 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 Plan, 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 Plan, be legally issued, fully paid and
non-assessable.
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
January 30, 2002
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
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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 WeServeHomes.com, Inc.
2000 Stock Option/Stock Issuance 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: January 25, 2002
/s/ Paul W. Berezny, Jr.
-----------------------------
Paul W. Berezny, Jr.
/s/ Brian Griffiths
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Brian Griffiths
/s/ Sidney E. Harris
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Sidney E. Harris
/s/ Michele M. Hunt
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Michele M. Hunt
/s/ James D. McLennan
-----------------------------
James D. McLennan
/s/ Dallen W. Peterson
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Dallen W. Peterson
/s/ Donald G. Soderquist
------------------------------
Donald G. Soderquist
/s/ Charles W. Stair
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Charles W. Stair
/s/ David K. Wessner
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David K. Wessner