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File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
H&R BLOCK, INC.
(Exact name of registrant as specified in its charter)
MISSOURI 44-0607856
(State of Incorporation) (I.R.S. Employer Identification No.)
4400 MAIN STREET
KANSAS CITY, MISSOURI 64111
(Address of Principal Executive Offices)
1989 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of Plan)
James H. Ingraham, Secretary
H&R Block, Inc.
4400 Main Street
Kansas City, Missouri 64111
816-753-6900
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== ==================== ==================== ============================ ====================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered regisered(1) per share(2) price(2) fee(2)
------------------------ -------------------- -------------------- ---------------------------- --------------------
Common Stock, without 200,000 $36.025(3) $7,205,000.00 $1,801.25
par value
------------------------ -------------------- -------------------- ---------------------------- --------------------
Total 200,000 $7,205,000.00 $1,801.25
======================== ==================== ==================== ============================ ====================
(1) Plus such additional indeterminate number of shares as may be issuable
pursuant to the anti-dilution provisions of the registrant's 1989 Stock Option
Plan for Outside Directors.
(2) Calculated in accordance with the provisions of Rule 457(h)(1) pertaining to
employee stock option plans.
(3) Estimated pursuant to Rule 457(c) and (h), and based on the average of the
high and low prices on September 24, 2001, as reported by the New York Stock
Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference into this
Registration Statement and all documents subsequently filed pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), prior to the filing of a post-effective amendment which
indicates that all securities 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 such
documents.
(a) The registrant's Annual Report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the 1934 Act which contains, either
directly or by incorporation by reference, audited financial
statements for the registrant's fiscal year ended April 30,
2001;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above;
(c) The description of the registrant's Common Stock which is
contained in the registrant's Registration Statement on Form
8-C dated August 6, 1969, the description of the registrant's
Common Stock contained in the prospectus which is a part of
the registrant's Registration Statement on Form S-14 (File No.
2-66751) effective April 7, 1980, and any amendment or report
filed for the purpose of updating such description.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under
Section 12 of the 1934 Act and, therefore, a description of the securities
pursuant to Item 202 of Regulation S-K is not required.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
No expert named in the Registration Statement or counsel for
the registrant has, or is to receive in connection with the offering a
substantial interest, direct or indirect, in the registrant or any of its
subsidiaries. James H. Ingraham, who has rendered an opinion of counsel as to
the legality of the securities being registered (Exhibit 5 hereto), is employed
by a subsidiary of the registrant and is Senior Vice President, General Counsel
and Secretary of the
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registrant.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355 of the General and Business Corporation Law of
Missouri provides as follows:
"351.355. 1. A corporation created under the laws of this
state may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if
he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that his or her conduct was unlawful.
"2. The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he or she is
or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including
attorneys' fees, and amounts paid in settlement actually and reasonably
incurred by him in connection with the defense or settlement of the
action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests
of the corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation unless and only to
the
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extent that the court in which the action or suit was brought
determines upon application that despite the adjudication of liability
and in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
"3. Except as otherwise provided in the articles of
incorporation or the bylaws, to the extent that a director, officer,
employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to
in subsections 1 and 2 of this section, or in defense of any claim,
issue or matter therein, he or she shall be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred
by him in connection with the action, suit or proceeding.
"4. Any indemnification under subsections 1 and 2 of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he or she has met the applicable standard
of conduct set forth in this section. The determination shall be made
by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to this action, suit or proceeding, or
if such a quorum is not obtainable, or even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.
"5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the
final disposition of the action, suit or proceeding as authorized by
the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he
or she is entitled to be indemnified by the corporation as authorized
in this section.
"6. The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under the articles of incorporation or
bylaws or any agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
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"7. A corporation created under the laws of this state shall
have the power to give any further indemnity, in addition to the
indemnity authorized or contemplated under other subsections of this
section, including subsection 6, to any person who is or was a
director, officer, employee or agent, or to any person who is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, provided such further indemnity is either
(i) authorized, directed or provided for in the articles of
incorporation of the corporation or any duly adopted amendment thereof
or (ii) is authorized, directed or provided for in any bylaw or
agreement of the corporation which has been adopted by a vote of the
shareholders of the corporation, and provided further that no such
indemnity shall indemnify any person from or on account of such
person's conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. Nothing in
this subsection shall be deemed to limit the power of the corporation
under subsection 6 of this section to enact bylaws or to enter into
agreements without shareholder adoption of the same.
"8. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any
such capacity, or arising out of his or her status as such, whether or
not the corporation would have the power to indemnify him against such
liability under the provisions of this section.
"9. Any provision of this chapter to the contrary
notwithstanding, the provisions of this section shall apply to all
existing and new domestic corporations, including, but not limited to,
banks, trust companies, insurance companies, building and loan
associations, savings bank and safe deposit companies, mortgage loan
companies, corporations formed for benevolent, religious, scientific or
educational purposes and nonprofit corporations.
"10. For the purpose of this section, references to 'the
corporation' include all constituent corporations absorbed in a
consolidation or merger as well as the resulting or surviving
corporation so that any person who is or was a director, officer,
employee or agent of such a constituent corporation or is or was
serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise shall stand in the same position
under the provisions of this section with respect to the
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resulting or surviving corporation as he or she would if he or she had
served the resulting or surviving corporation in the same capacity.
"11. For purposes of this section, the term 'other enterprise'
shall include employee benefit plans; the term 'fines' shall include
any excise taxes assessed on a person with respect to an employee
benefit plan; and the term 'serving at the request of the corporation'
shall include any service as a director, officer, employee or agent of
the corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he or she reasonably believed to be in
the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner 'not opposed to
the best interests of the corporation' as referred to in this section."
Section 23 of the registrant's current Amended and Restated
Bylaws, as amended ("Bylaws") contains provisions which are essentially the same
as the provisions of the Missouri statute, except that only a person who is or
was a director or officer of the registrant, or is or was serving at the
registrant's request as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise may be indemnified. In
addition, the Bylaws permit the registrant to enter into indemnification
agreements with its directors and officers. The form of indemnification
agreement approved by the registrant's shareholders and incorporated into the
Bylaws provides that indemnity is mandatory in all cases unless it is determined
by the court that the director's or officer's conduct was knowingly fraudulent,
deliberately dishonest or that it constituted willful misconduct. In addition,
no indemnification is provided if a court determines that such indemnification
would not be lawful or if a judgment is rendered against the director or officer
for an accounting of profits made as a result of the director's or officer's
purchase and sale or sale and purchase of the registrant's securities pursuant
to the provisions of Section 16(b) of the 1934 Act and amendments thereto. The
indemnification agreement also requires the registrant to purchase and maintain
a policy or policies of directors and officers liability insurance providing, in
all respects, coverage at least comparable to that maintained by the registrant
at the date of the agreement except that the registrant is not required to
maintain such insurance if the registrant notifies the director or officer in
writing within five business days after the making of the decision to not renew
or replace the insurance policy or policies or any portion of the coverage
provided by such policy or policies. The registrant's Bylaws are filed as
Exhibit 3.1 to the registrant's quarterly report on Form 10-Q for the fiscal
quarter ended October 31, 1999, and Section 23 of such Bylaws is incorporated by
reference herein.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No restricted securities are to be reoffered or resold
pursuant to this Registration Statement and, therefore, no exemption from
registration is claimed.
Item 8. EXHIBITS.
The exhibits filed as part of the Registration Statement are
as follows:
4.1 Restated Articles of Incorporation of H&R Block, Inc., as amended,
filed as Exhibit 3(b) to the Company's quarterly report on Form 10-Q
for the quarter ended October 31, 1996, are incorporated by reference.
4.2 Amended and Restated Bylaws of H&R Block, Inc., as amended, filed as
Exhibit 3.1 to the Company's quarterly report on Form 10-Q for the
quarter ended October 31, 1999, are incorporated by reference.
5 Opinion of counsel as to the legality of the securities being
registered and the consent of such counsel.
23 The consent of PricewaterhouseCoopers LLP, Certified Public Accountants
(the consent of counsel is contained in the opinion filed as Exhibit 5
hereto).
Item 9. UNDERTAKINGS.
(1) The undersigned registrant hereby undertakes to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) 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
(c) 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;
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provided however, that items (1)(a) and (1)(b) of this undertaking do not apply
if the registration statement is on Form S-8 and the information required to be
included in the post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the 1934 Act.
(2) The undersigned registrant hereby undertakes 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.
(3) The undersigned registrant hereby undertakes to remove
from registration by means of post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) 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 Section
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.
(5) 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 City of Kansas City, and the State of Missouri, on this
12th day of September, 2001.
H&R BLOCK, INC.
By/s/ Mark A. Ernst
------------------------------------------
Mark A. Ernst
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark A. Ernst and James H. Ingraham, or
either one of them, 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 and all
amendments (including post-effective amendments) to the Registration Statement
on Form S-8 and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents 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 they might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
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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.
Signature Title
--------- -----
/s/ Mark A. Ernst President, Chief Executive Officer and
------------------------------------ Director (principal executive officer)
Mark A. Ernst
/s/ G. Kenneth Baum Director
------------------------------------
G. Kenneth Baum
/s/ Thomas M. Bloch Director
------------------------------------
Thomas M. Bloch
Director
------------------------------------
Robert E. Davis
/s/ Donna R. Ecton Director
------------------------------------ -
Donna R. Ecton
/s/ Henry F. Frigon Director
------------------------------------
Henry F. Frigon
Director
------------------------------------
Roger W. Hale
/s/ Frank L. Salizzoni Director
------------------------------------
Frank L. Salizzoni
/s/ Louis W. Smith Director
------------------------------------
Louis W. Smith
Director
-------------------------------------
Rayford Wilkins, Jr.
(Signed by each person on September 12, 2001)
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Signature Title
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/s/ Frank J. Cotroneo Senior Vice President and Chief Financial
--------------------------------------- Officer (principal financial officer)
Frank J. Cotroneo
/s/ Cheryl L. Givens Vice President and Corporate Controller
--------------------------------------- (controller)
Cheryl L. Givens
(Signed by each person on September 12, 2001)