Securities Registration: Employee Benefit Plan (s-8)
May 23 2018 - 4:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 23, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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76-0423828
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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3040 Post Oak Blvd., Suite 300
Houston, Texas 77056
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND
RESTATED CARRIAGE SERVICES, INC.
2007 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the plan)
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Name, Address and Telephone
Number of Agent for Service:
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Copy of Communications to:
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Viki King Blinderman
Senior Vice President, Principal Financial Officer, Chief Accounting Officer and Secretary
3040 Post Oak Blvd., Suite 300
Houston, Texas 77056
(713)
332-8400
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Nick D. Nicholas
Porter Hedges LLP
1000
Main Street, 36
th
Floor
Houston, Texas 77002
(713)
226-6674
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See 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 the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered (1)
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Amount to
be Registered(1)
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Proposed
Maximum
Offering Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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250,000
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$25.51
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$6,377,500
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$793.99
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(1)
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Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of common stock issuable as a result of the anti-dilution provisions of the Amended and Restated Carriage Services, Inc. 2007
Employee Stock Purchase Plan.
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(2)
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Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the common stock on the New York Stock Exchange on May 22, 2018, $25.51. Pursuant to General
Instruction E to Form
S-8,
the registration fee is calculated only with respect to additional securities registered under the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This registration statement registers an additional 250,000 shares of the common stock of Carriage Services, Inc. (the Registrant)
related to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan, which are the same class as other securities for which a registration statement on
Form S-8,
File No. 333-162408
(the Prior Registration Statement), has been previously filed. Pursuant to General Instruction E of
Form S-8,
the
contents of the Prior Registration Statement are hereby incorporated by reference.
Item 8. Exhibits.
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Exhibit
No.
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Description
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4.1
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Amended and Restated Certificate of Incorporation, as amended, of the Company. Incorporated by reference to Exhibit 3.1 to the Companys Annual Report
on Form
10-K
for its fiscal year ended December 31, 1996, filed on March 20, 1997.
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4.2
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Certificate of Amendment dated May 7, 1997. Incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form
10-Q
for its fiscal quarter ended September 30, 1997, filed on November 14, 1997.
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4.3
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Certificate of Amendment dated May 7, 2002. Incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form
10-Q
for its fiscal quarter ended June 30, 2002, filed on August 13, 2002.
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4.4
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Amended and Restated Bylaws of the Company. Incorporated by reference to Exhibit 3.2 to the Companys Registration Statement on Form
S-1/A
(File
No. 333-05545)
filed on July 18, 1996.
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4.5
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Amendments to the Bylaws of the Company effective December
18, 2000. Incorporated by reference to Exhibit 3.8 to the Companys Annual Report on Form
10-K
for its year ended December 31, 2000, filed on April 2, 2001.
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4.6
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Amendments to the Bylaws of the Company effective May
20, 2008. Incorporated by reference to Exhibit to the Companys current report on Form
8-K
filed May 28, 2008.
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4.7
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Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan (incorporated herein by reference to Appendix A to the Companys
Definitive Proxy Statement on Schedule 14A filed on April 4, 2018).
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4.8
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First Amendment to the Amended and Restated Carriage Services, Inc. 2007 Employee Stock Purchase Plan (incorporated herein by reference to
Appendix B to the Companys Definitive Proxy Statement on Schedule 14A filed on April 4, 2018).
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*5.1
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Opinion of Porter Hedges LLP with respect to the legality of the securities.
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*23.1
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Consent of Grant Thornton LLP
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*23.2
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Consent of Porter Hedges LLP (included in Exhibit 5.1).
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*24.1
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Power of Attorney (included on signature page of this registration statement).
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* Filed
herewith.
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 Houston, State of Texas,
on this 23
rd
day of May, 2018.
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CARRIAGE SERVICES, INC.
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By:
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/s/ Viki King Blinderman
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Viki King Blinderman,
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Senior Vice President, Principal Financial
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Officer, Chief Accounting Officer and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Melvin C. Payne, Carl Benjamin Brink
and Viki King Blinderman, and each of them, either of whom may act without joinder of the other, his or her true and lawful
attorneys-in-fact
and agents, 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
pre-
and post-effective amendments and supplements to this registration
statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact
and agents, and each of them, 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
attorneys-in-fact
and agents, and each of them, or the substitute or
substitutes of either of them, 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.
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Signature
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Title
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Date
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/s/ Melvin C. Payne
Melvin C. Payne
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Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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May 23, 2018
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/s/ Viki King Blinderman
Viki King Blinderman
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Senior Vice President, Principal Financial Officer, Chief Accounting Officer and Secretary (Principal Financial Officer)
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May 23, 2018
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/s/ Adeola Olaniyan
Adeola Olaniyan
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Corporate Controller and Principal Accounting Officer (Principal Accounting Officer)
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May 23, 2018
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/s/ Donald D. Patteson, Jr.
Donald D. Patteson Jr.
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Director
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May 23, 2018
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/s/ James R. Schneck
James R. Schenck
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Director
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May 23, 2018
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/s/ Barry K. Fingerhut
Barry K. Fingerhut
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Director
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May 23, 2018
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/s/ Bryan D. Leibman
Bryan D. Leibman
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Director
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May 23, 2018
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Douglas
B. Meehan
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Director
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