As filed with the Securities and Exchange Commission on December 5, 2017
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SERVICE CORPORATION INTERNATIONAL
(Exact Name of Registrant as Specified in its Charter)
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Texas
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74-1488375
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1929 Allen Parkway
Houston, Texas 77019
(713) 522-5141
(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)
Gregory T.
Sangalis
Senior Vice President, General Counsel
and Secretary
1929
Allen Parkway
Houston, Texas 77019
(713) 522-5141
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jonathan DeSantis, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
(212)
848-4000
Approximate date of
commencement of proposed sale to the
public:
From time to time after the effective date of the Registration Statement.
If the only securities
being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If
this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and
emerging growth company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per unit
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Debt Securities
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(1)
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(1)
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(1)
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(2)
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(1)
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An indeterminate amount of securities to be offered at indeterminate prices is being registered pursuant to this registration statement.
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(2)
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In accordance with Rules 456(b) and 457(r) of the Securities Act, the registrant is deferring payment of the registration fee.
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