As filed with the Securities and Exchange Commission on November 12, 2004.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PRE-PAID LEGAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1016728
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Pre-Paid Way
Ada, Oklahoma 74820 74820
(Address of Principal Executive Offices) (Zip Code)
---------------------------------------
PRE-PAID LEGAL SERVICES, INC.
EMPLOYEE STOCK OWNERSHIP AND THRIFT PLAN AND TRUST
(Full title of the plan)
Randy Harp
One Pre-Paid Way
Ada, Oklahoma 74820
(Name and address of agent for service)
(580) 436-1234
(Telephone number, including area code, of agent for service)
Copy to:
Michael M. Stewart, Esq.
Crowe & Dunlevy, A Professional Corporation
20 North Broadway
Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700
CALCULATION OF REGISTRATION FEE
============================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered(1) be Registered(2) Per Share(3) Offering Price(3) Registration Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per 80,000 $ 29.27 $ 2,341,600 $ 296.68
share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered and sold pursuant to the employee benefit plan
described herein.
(2) The shares of Common Stock being registered consist of shares to be
acquired by the Trustee pursuant to the plan for the account of
participants with participant contributions and employer contributions.
(3) Estimated in accordance with Rule 457(h) solely for purposes of
calculating the registration fee, based on the high and low prices of the
Common Stock on the New York Stock Exchange on November 10, 2004.
The contents of the Registrant's Registration Statement on Form S-8 (File
No. 33-82144) relating to the Pre-Paid Legal Services, Inc. Employee Stock
Ownership and Thrift Plan and Trust (the "Plan"), are incorporated herein by
reference. This Registration Statement has been filed in accordance with General
Instruction E to Form S-8 for the purpose of registering the offer and sale of
an additional 80,000 shares of Common Stock that may be issued or sold by the
Registrant in connection with the Plan.
For a list of exhibits filed as part of this Registration Statement, see
the Exhibit Index hereto.
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 City of Ada, State of Oklahoma on November 12, 2004.
PRE-PAID LEGAL SERVICES, INC.
By: /s/ Randy Harp
---------------------------------------------
Randy Harp
Chief Operating Officer
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 dates indicated.
Name Position Date
HARLAND C. STONECIPHER* Chairman of the Board of Directors and Chief November 12, 2004
----------------------
Harland C. Stonecipher Executive Officer (Principal Executive
Officer)
Steve Williamson Chief Financial Officer (Principal Financial November 12, 2004
----------------
Steve Williamson and Accounting Officer)
ORLAND G. ALDRIDGE* November 12, 2004
------------------
Orland G. Aldridge Director
MARTIN H. BELSKY* November 12, 2004
----------------
Martin H. Belsky Director
PETER K. GRUNEBAUM* Director November 12, 2004
------------------
Peter K. Grunebaum
JOHN W. HAIL* Director November 12, 2004
-------------
John W. Hail
THOMAS W. SMITH* Director November 12, 2004
----------------
Thomas W. Smith
*By: Randy Harp
----------
Randy Harp
Attorney-in-fact
The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan
Committee members have duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized in the City of Ada,
State of Oklahoma on the 12th day of November, 2004.
Name
/s/ Randy Harp
-----------------------------------
Randy Harp, Committee Member
/s/ Steve Williamson
-----------------------------------
Steve Williamson, Committee Member
/s/ Kathleen Pinson
-----------------------------------
Kathleen Pinson, Committee Member
INDEX TO EXHIBITS
Exhibit
No. Description
5.1 Opinion of Crowe & Dunlevy, A Professional Corporation,
on legality of securities.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Crowe & Dunlevy, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney.
EXHIBIT 5.1
November 11, 2004
Pre-Paid Legal Services, Inc.
One Pre-Paid Way
Ada, Oklahoma 74820
Re: Pre-Paid Legal Services, Inc. - Registration Statement
on Form S-8 Relating to 80,000 Additional Shares of
Common Stock in Connection with the Pre-Paid Legal
Services, Inc. Employee Stock Ownership and Thrift Plan
and Trust (the "Plan")
Ladies and Gentlemen:
Pre-Paid Legal Services, Inc. (the "Company") has approved the amendment of
the above referenced registration statement for the Plan to increase the number
of shares of common stock, $0.01 par value per share, of the Company issuable
pursuant to the Plan by 80,000 (the "Additional Shares").
You have requested our advice with respect to the legality of the
Additional Shares issuable pursuant to the Plan.
We have examined, and are familiar with, the originals or copies, the
authenticity of which have been established to our satisfaction, of all
documents and other instruments we have deemed necessary to express the opinions
hereinafter set forth. We have assumed the accuracy and completeness of such
documents and instruments and of the information contained therein.
Based on the foregoing, and upon consideration of applicable law, it is our
opinion that the Additional Shares that may be acquired by the Plan have been or
will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement.
Respectfully submitted,
CROWE & DUNLEVY
A PROFESSIONAL CORPORATION
By: /s/ Michael M. Stewart
----------------------------------------
Michael M. Stewart
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated February 27, 2004 accompanying the
consolidated financial statements and schedule of Pre-Paid Legal Services,
Inc. and subsidiaries appearing in the Annual Report on Form 10-K for the
year ended December 31, 2003, which is incorporated by reference in this
Registration Statement. We have also issued our report dated June 18, 2004
accompanying the financial statements and schedules of Pre-Paid Legal
Services, Inc. Employee Stock Ownership and Thrift Plan and Trust appearing
in Amendment No. 1 of the Annual Report on Form 10-K/A for the year ended
December 31, 2003, which is incorporated by reference in this Registration
Statement. We consent to the incorporation by reference in the Registration
Statement of the aforementioned reports.
GRANT THORNTON LLP
Oklahoma City, Oklahoma
November 11, 2004
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Randy Harp and Steve Williamson, and each or any of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-8, relating to up to
80,000 additional shares of Common Stock that may be issued pursuant to the
Employee Stock Ownership and Thrift Plan and Trust of Pre-Paid Legal Services,
Inc., and all amendments thereto (including post-effective amendments) and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each 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, 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 any of them, or their or
his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
/s/ Harland C. Stonecipher Chairman of the Board of Directors November 12, 2004
----------------------------------------------------
Harland C. Stonecipher and Chief Executive Officer
/s/ Orland G. Aldridge Director November 12, 2004
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Orland G. Aldridge
/s/ Martin H. Belsky Director November 12, 2004
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Martin H. Belsky
/s/ Peter K. Grunebaum Director November 12, 2004
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Peter K. Grunebaum
/s/ John W. Hail Director November 12, 2004
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John W. Hail
/s/ Thomas W. Smith Director November 12, 2004
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Thomas W. Smith