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Registration No. 33-
As filed with the Securities and Exchange Commission on April 5, 2001
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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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CORRPRO COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
OHIO 34-1422570
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1090 ENTERPRISE DRIVE
MEDINA, OHIO 44256
(330) 723-5082
(Address of Principal Executive Offices, Including Zip Code)
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CORRPRO COMPANIES, INC. 401(K) SAVINGS PLAN
(Full Title of the Plan)
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COPY TO:
JOSEPH W. ROG LESLIE A. DROCKTON
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
CORRPRO COMPANIES, INC. 2300 BP TOWER
1090 ENTERPRISE DRIVE 200 PUBLIC SQUARE
MEDINA, OHIO 44256 CLEVELAND, OHIO 44114-2378
(330) 723-5082 (216) 363-4500
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
Registered(1) Offering Price per Share(2) Aggregate Offering Price(2) Registration Fee
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Common Stock, without par value 540,000 shares $1.50 $810,000 $202.50
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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 Corrpro Companies, Inc. Profit
Sharing Plan and Trust described herein.
(2) Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of the
average of the high and low prices of the Common Stock on April 3, 2001 as
reported on the New York Stock Exchange.
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This Registration Statement registers 540,000 shares of Common Stock,
without par value, of Corrpro Companies, Inc. under the Corrpro Companies, Inc.
401(k) Savings Plan. The securities registered on this Registration Statement
are in addition to those securities for which a Registration Statement on Form
S-8 filed February 3, 1994 Registration No. 33-74814, is effective.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 (Items 1 and 2) will be sent or given to participants in the Corrpro
Companies, Inc. 401(k) Savings Plan as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended. Such documents and the documents
incorporated herein by reference pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
Registration Statement, and all documents subsequently filed by Corrpro
Companies, Inc. pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
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.
(1) Corrpro's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000, filed on June 29, 2000 (File No. 001-12282).
(2) Corrpro's Quarterly Report on Form 10-Q, filed on August 14,
2000 (File No. 001-12282).
(3) Corrpro's Quarterly Report on Form 10-Q, filed November 14,
2000 (File No. 001-12282).
(4) Corrpro's Profit Sharing Plan and Trust Annual Report on Form
11-K filed on September 27, 2000 (File No. 001-12282).
(5) Corrpro's Quarterly Report on Form 10-Q, filed February 9,
2001 (File No. 001-12282).
(6) The description of Corrpro's Common Stock, without par value,
contained in its Registration Statement on Form S-1, filed
with the Securities and Exchange Commission on September 29,
1993 (File No. 33-64482).
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For purposes of this Registration Statement, any statement contained in
a document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Ohio Revised Code authorizes Ohio corporations to indemnify
directors and officers from liability if the director or officer acted in good
faith and in a manner reasonably believed by the director or officer to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal actions, if the director or officer had no reason to believe his action
was unlawful. In the case of an action by or on behalf of a corporation,
indemnification may not be made if (a) the person seeking indemnification is
adjudged liable for negligence or misconduct, unless the court in which such
action was brought determined such person is fairly and reasonably entitled to
indemnification, or (b) the liability asserted against such person concerns
certain unlawful distributions. The indemnification provisions of the Ohio
Revised Code require indemnification if a director or officer has been
successful on the merits or otherwise in defense of any action, suit or
proceeding that he was a party to by reason of the fact that he is or was a
director or officer of the corporation. The indemnification authorized under
Ohio law is not exclusive and is in addition to any other rights granted to
directors and officers under the articles of incorporation or code of
regulations of the corporation or any agreement between directors and officers
and the corporation. A corporation may purchase and maintain insurance or
furnish similar protection on behalf of any director or officer against any
liability asserted against him and incurred by him in his capacity, or arising
out of the status, as a director or officer, whether or not the corporation
would have the power to indemnify him against such liability under the Ohio
Revised Code.
The Registrant maintains a directors and officers insurance policy
which provides for reimbursement to the directors and officers of the Registrant
for legal fees and expenses resulting from the defense of certain judicial or
administrative proceedings initiated against the director or officer as a result
of his or her conduct or actions in his or her capacity as a director or officer
of the Registrant and provides reimbursement to the Registrant for costs the
Registrant has incurred as a result of indemnifying its directors and officers.
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The Registrant has entered into indemnification agreements with its
directors and certain of its executive officers which provide for
indemnification to the fullest extent allowed under Ohio law and the maintenance
of the Registrant's directors and officers insurance policy.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of Corrpro
(incorporated by reference to Exhibit 3.1 to Corrpro's
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 1998, File No. 001-12282).
4.2 Amended and Restated Code of Regulations of Corrpro
(incorporated by reference to Exhibit 4.2 to Corrpro's
Registration Statement on Form S-8, Registration No.
33-74814).
4.3 Description of Corrpro's Common Stock (incorporated by
reference from Corrpro's Registration Statement on Form S-1
filed with the Securities and Exchange Commission on September
29, 1993, Registration No. 33-64482).
4.4 Corrpro Companies, Inc. 401(k) Savings Plan.
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside
counsel to Corrpro, regarding legality.
23.1 Consent of KPMG LLP, independent auditors.
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP
(contained in its opinion filed as Exhibit 5.1 to this
Registration Statement).
24.1 Power of Attorney.
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* Corrpro has submitted the 401(k) Savings Plan and any
amendments thereto to the Internal Revenue Service in a timely
manner and has made or will make all changes required by the
Internal Revenue Service in order to qualify the 401(k)
Savings Plan.
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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;
(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) 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 Securities
and Exchange Commission (the "Commission") by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 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, each
filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
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(c) Insofar as indemnification for liabilities arising under
the Securities Act 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 Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than 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
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Medina, State of Ohio, on this 27th day of
March, 2001.
CORRPRO COMPANIES, INC.
(Registrant)
By: /s/ Joseph W. Rog
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Joseph W. Rog,
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following person on behalf of
each of the members of the registrant's Board of Directors, as Attorney-in-Fact,
on this 27th day of March, 2001.
/s/ Joseph W. Rog
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Joseph W. Rog, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, as amended,
the members of the committee appointed to administer the Corrpro Companies, Inc.
Profit Sharing Plan and Trust have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Medina, State of Ohio, on this 27th day of March, 2001.
CORRPRO COMPANIES, INC. PROFIT
SHARING PLAN AND TRUST
By: /s/ Joseph W. Rog
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Name: Joseph W. Rog
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Title: Committee Member
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following person on behalf of
the Company in the capacities and on the date indicated.
Dated: April 4, 2001 /s/ Kurt Packer
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Kurt R. Packer,
Executive Vice President, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
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EXHIBIT EXHIBIT DESCRIPTION PAGE
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NO. NO.
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4.1 Amended and Restated Articles of Incorporation of Corrpro Companies, **
Inc.
4.2 Amended and Restated Code of Regulations of Corrpro Companies, Inc. **
4.3 Description of Corrpro Companies, Inc.'s Common Stock. **
4.4 Corrpro Companies, Inc. 401(k) Savings Plan [ ]
5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP, outside counsel [ ]
to Corrpro, regarding legality.
23.1 Consent of KPMG LLP, independent auditors. [ ]
23.2 Consent of Benesch, Friedlander, Coplan & Aronoff LLP (contained in its N/A
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Power of Attorney. [ ]
** Incorporated herein by reference as indicated.