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Registration Statement Consists of 69 pages.
The Exhibit Index appears on page 9.
File No. 33-
As filed with the Securities and Exchange Commission on June 30, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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UNIFIRST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2103460
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
68 JONSPIN ROAD, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices)
UNIFIRST CORPORATION PROFIT SHARING PLAN
(Full Title of the Plan)
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JOHN B. BARTLETT
Senior Vice President
UNIFIRST CORPORATION
68 Jonspin Road
Wilmington, Massachusetts 01887
(Name and Address of Agent for Service)
(508) 658-8888
(Telephone Number, Including Area Code, of Agent for Service)
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with a copy to:
RAYMOND C. ZEMLIN, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Calculation of Registration Fee
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Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered(1) Registered(2) Per Share(3) Price tion Fee
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Common Stock,
$.10 par value 500,000 $ 12.75 $ 6,375,000 $ 2,198.28
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the UniFirst
Corporation Profit Sharing Plan (the "Plan").
(2) Plus such additional number of shares as may be required pursuant to
the Plan in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(3) This estimate is made pursuant to Rule 457(c) and (h)(1) under the
Securities Act of 1933, as amended, solely for purposes of determining
the registration fee and is based upon the market value of outstanding
shares of the Registrant's common stock on June 28, 1995, utilizing
the average of the high and low sale prices reported on the New York
Stock Exchange on that date.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
UniFirst Corporation (the "Registrant") and the Plan hereby
incorporate by reference the documents listed in (a) through (e) below, which
have previously been filed with the Securities and Exchange Commission.
(a) The Registrant's Annual Report on Form 10-K filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for the fiscal year ended August 27, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 26, 1994;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended February 25, 1995;
(d) The description of the Registrant's Common Stock contained in
its registration statement filed with the Securities and
Exchange Commission under Section 12 of the Exchange Act, and
any amendments or reports filed for the purpose of updating
such description; and
(e) The Plan's Annual Report on Form 11-K for the plan year ended
December 31, 1994, which is filed simultaneously herewith.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a) and 13(c),
Section 14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities 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 of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities to be offered hereby will be passed
upon for the Registrant by Goodwin, Procter & Hoar. Donald J. Evans and
William H. Gorham, whose respective professional corporations are each partners
of Goodwin, Procter & Hoar, are a Director and Secretary of the Registrant in
the case of Mr. Evans and Clerk of the Registrant in the case of Mr. Gorham.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Massachusetts corporation. In accordance with
Chapter 156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation
Law (the "MBCL"), the Registrant's Restated Articles of Organization, as
amended (the "Articles of Organization"), contain a provision eliminating the
personal liability of a director for monetary damages for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Sections 61 and 62 of the MBCL (providing
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for liability of directors for authorizing unauthorized distributions and for
making loans to directors, officers and certain shareholders) or (iv) for any
transaction from which a director derived an improper personal benefit.
Reference is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request
in any capacity with respect to any employee benefit plan, to the extent
specified or authorized by the articles of organization, a by-law adopted by
the stockholders or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors. Such indemnification
may include payment by the corporation of expenses incurred defending a civil
or criminal action or proceeding in advance of the final disposition of such
action or proceeding, upon receipt of an undertaking by the person indemnified
to repay such payment if he shall be adjudicated to be not entitled to
indemnification under Section 67 which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Any such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee
benefit plan. No indemnification shall be provided, however, for any person
with respect to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
The Articles of Organization provide that directors and officers of
the Registrant shall be indemnified by the Registrant for all expenses incurred
by them in connection with any proceeding in which they are involved as a
result of serving or having served as a director or officer of the Registrant
or of any other organization at the Registrant's direction; provided that no
indemnification shall be provided to a director or officer with respect to a
matter as to which it shall have been adjudicated in any proceeding that the
director or officer did not act in good faith in the reasonable belief that his
action was in the best interests of the Registrant. As to any matter disposed
of by a compromise payment by the party seeking indemnification, pursuant to a
consent decree or otherwise, no indemnification shall be paid with respect to a
matter if the Registrant has obtained an opinion of counsel that with respect
to said matter, the director or officer did not act in good faith in the
reasonable belief that his action was in the best interests of the Registrant.
The provisions of the Articles of Organization of the Registrant do not limit
any lawful rights to indemnification existing independently of such provisions.
The Registrant has purchased directors' and officers' liability
insurance, which insures against certain losses arising from claims against
directors or officers of the Registrant by reason of certain acts, including a
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted or any of the foregoing so alleged by
any claimant or any claim against an officer or director of the Registrant
solely by reason of his being such officer or director.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Securities and Exchange Commission has expressed its
opinion that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or
incorporated by reference as part of this registration statement.
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Exhibit Number Exhibit
4.1 Restated Articles of Organization (filed with the
Securities and Exchange Commission as Exhibit 3-A to
Registrant's Registration Statement on Form S-1 (No.
2-83051) and incorporated by reference) and the Articles
of Amendment dated January 12, 1988 (filed with the
Securities and Exchange Commission as an exhibit to
Registrant's Annual Report on Form 10-K for fiscal year
ended August 27, 1988 and incorporated by reference) and
the Articles of Amendment dated January 21, 1993 (filed
with the Securities and Exchange Commission as an
exhibit to Registrant's Quarterly Report on Form 10-Q
for fiscal quarter ended February 27, 1993 and
incorporated by reference).
4.2 By-Laws, as amended (filed with the Securities and
Exchange Commission as Exhibit 3-B to Registrant's
Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated by reference).
4.3 UniFirst Corporation Profit Sharing Plan, as amended.
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of
the securities being registered.
5.2 IRS Determination Letter.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.3 Consent of Arthur Andersen LLP, Independent Public
Accountants.
24.1 Powers of Attorney (included in Part II of this
registration statement).
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; 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 paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the undersigned 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;
and
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(3) 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.
(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
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.
(h) 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.
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SIGNATURES
The Registrant. 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 Town of Wilmington, Commonwealth of
Massachusetts, on the 30th day of June, 1995.
UNIFIRST CORPORATION
By:/s/ Ronald D. Croatti
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Ronald D. Croatti
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Aldo A. Croatti, Ronald D. Croatti and
John B. Bartlett, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any or
all amendments or 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
premises, 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, 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ Aldo A. Croatti Chairman and Director June 30, 1995
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Aldo A. Croatti
/s/ Ronald D. Croatti Principal Executive June 30, 1995
- -------------------------------------- Officer and Director
Ronald D. Croatti
/s/ John B. Bartlett Principal Financial Officer and June 30, 1995
- -------------------------------------- Principal Accounting Officer
John B. Bartlett
/s/ Donald J. Evans Director June 30, 1995
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Donald J. Evans
/s/ Reynold L. Hoover Director June 30, 1995
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Reynold L. Hoover
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/s/ Albert Cohen Director June 30, 1995
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Albert Cohen
/s/ Cynthia Croatti Inello Director June 30, 1995
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Cynthia Croatti Inello
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustees of the UniFirst Corporation Profit Sharing Plan have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Wilmington, Commonwealth of
Massachusetts, June 30, 1995.
UNIFIRST CORPORATION
PROFIT SHARING PLAN
/s/ Ronald D. Croatti
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Ronald D. Croatti,
Trustee
/s/ John B. Bartlett
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John B. Bartlett,
Trustee
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EXHIBIT INDEX
Exhibit No. Description Page+
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4.1 Restated Articles of Organization (filed with the Securities and Exchange --
Commission as Exhibit 3-A to Registrant's Registration Statement on Form S-1
(No. 2-83051) and incorporated by reference) and the Articles of Amendment
dated January 12, 1988 (filed with the Securities and Exchange Commission as an
exhibit to Registrant's Annual Report on Form 10-K for fiscal year ended
August 27, 1988 and incorporated by reference) and the Articles of Amendment
dated January 21, 1993 (filed with the Securities and Exchange Commission as an
exhibit to Registrant's Quarterly Report on Form 10-Q for fiscal quarter ended
February 27, 1993 and incorporated by reference)
4.2 By-Laws, as amended (filed with the Securities and Exchange Commission as --
Exhibit 3-B to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated by reference)
4.3 UniFirst Corporation Profit Sharing Plan, as amended 10
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of the securities being
registered 63
5.2 IRS Determination Letter 65
23.1 Consent of Counsel (included in Exhibit 5.1 hereto) --
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants 68
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants 69
24.1 Powers of Attorney (included in Part II of this registration statement) --
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+ Refers to sequentially numbered copy.
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