File No. 33-
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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.)
4410 MAIN STREET
KANSAS CITY, MISSOURI 64111
(Address of Principal Executive Offices)
THIRD STOCK OPTION PLAN FOR SEASONAL EMPLOYEES
(Full Title of Plan)
James H. Ingraham, Secretary
H&R Block, Inc.
4410 Main Street
Kansas City, Missouri 64111
816-753-6900
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate offering registration
registered registered per share price fee
- ------------------ ------------- -------------- ------------------ ------------
Common Stock, 2,147,257 $41.00 $88,037,537.00 $30,357.77
without par value
Plus such additional indeterminate number of shares as
may be issuable pursuant to the anti-dilution provisions of
the registrant's Third Stock Option Plan for Seasonal
Employees.
Calculated in accordance with the provisions of
Rule 457 (h)(1) pertaining to employee stock option plans
using the price at which the options may be exercised.
Approximate date of proposed commencement of sales pursuant
to the Plan: Upon exercise of stock options after the
effective date of this Registration Statement.
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 "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
Act which contains, either directly or by
incorporation by reference, audited financial
statements for the registrant's fiscal year
ended April 30, 1995;
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the 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 Securities Exchange Act
of 1934 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.
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
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 Assistant Vice President, Legal and Secretary of the
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 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 acted in good faith and in a
manner he 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 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
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 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 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
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
action or suit if he acted in good faith and in a
manner he 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 duty to the
corporation unless and only to the 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. 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 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 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 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
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
rights to which those seeking indemnification may be
entitled under the articles of incorporation or bylaws
or any agreement, vote of shareholders or disinterest-
ed directors or otherwise, both as to action in his
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.
"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 hereof 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 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,
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
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 resulting or
surviving corporation as he would if he 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 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 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,
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
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 Securities Exchange Act
of 1934 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(b) to the
registrant's annual report on Form 10-K for the fiscal year
ended April 30, 1995, and Section 23 of such Bylaws is
incorporated by reference herein.
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(a) Restated Articles of Incorporation of H&R Block, Inc.,
as amended, filed as Exhibit 4(a) to the Company's
quarterly report on Form 10-Q for the quarter ended
October 31, 1991, are incorporated by reference.
4(b) Bylaws of H&R Block, Inc., as amended, filed as
Exhibit 3(b) to the Company's annual report on Form
10-K for the fiscal year ended April 30, 1995, are
incorporated by reference.
4(c) Conformed copy of Rights Agreement dated as of July
14, 1988, between H&R Block, Inc., and Centerre Trust
Company of St. Louis, filed as Exhibit 4(c) to the
Company's Registration Statement on Form S-8 (File No.
33-67170), is incorporated by reference.
4(d) Copy of Amendment to Rights Agreement dated as of May
9, 1990, between H&R Block, Inc., and Boatmen's Trust
Company, filed as Exhibit 4(b) to the Company's annual
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
report on Form 10-K for the fiscal year ended
April 30, 1995, is incorporated by reference.
4(e) Copy of Second Amendment to Rights Agreement dated
September 11, 1991, between H&R Block, Inc., and
Boatmen's Trust Company, filed as Exhibit 4(c) to the
Company's annual report on Form 10-K for the fiscal
year ended April 30, 1995, is incorporated by
reference.
4(f) Copy of Third Amendment to Rights Agreement dated
May 10, 1995, between H&R Block, Inc. and Boatmen's
Trust Company, filed as Exhibit 4(d) to the Company's
annual report on Form 10-K for the fiscal year ended
April 30, 1995, is incorporated by reference.
4(g) Form of Certificate of Designation, Preferences and
Rights of Participating Preferred Stock of H&R Block, Inc.,
filed as Exhibit 4(e) to the Company's annual report on
Form 10-K for the fiscal year ended April 30, 1995, is
incorporated by reference.
4(h) Form of Certificate of Designation, Preferences and
Rights of Delayed Convertible Preferred Stock of
H&R Block, Inc., filed as Exhibit 4(f) to the Company's
annual report on Form 10-K for the fiscal year ended
April 30, 1995, is 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 Deloitte & Touche 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 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.
(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.
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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
(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) If the registrant is a foreign private
issuer, to file a post-effective amendment to the
Registration Statement to include any financial statements
required by 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offering.
(5) 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.
(6) 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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Form S-8 THIRD STOCK OPTION
PLAN FOR SEASONAL EMPLOYEES
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
Columbus, and the State of Ohio, on this 31st day of July,
1995.
H & R BLOCK, INC.
By/s/ Thomas M. Bloch
------------------------------
Thomas M. Bloch, President
and Chief Executive Officer
----------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Henry W.
Bloch and Marvin L. Rich, or either one of them, his true
and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his 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.
----------------------------
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.
Signature Title
--------- -----
/s/ Thomas M. Bloch President, Chief Executive
- ------------------------- Officer and Director
Thomas M. Bloch (principal executive
officer)
/s/ G. Kenneth Baum Director
- -------------------------
G. Kenneth Baum
/s/ Henry W. Bloch Director
- -------------------------
Henry W. Bloch
/s/ Robert E. Davis Director
- -------------------------
Robert E. Davis
/s/ Donna R. Ecton Director
- -------------------------
Donna R. Ecton
/s/ Henry F. Frigon Director
- -------------------------
Henry F. Frigon
/s/ Roger W. Hale Director
- -------------------------
Roger W. Hale
/s/ Marvin L. Rich Director
- -------------------------
Marvin L. Rich
/s/ Frank L. Salizzoni Director
- -------------------------
Frank L. Salizzoni
/s/ Morton I. Sosland Director
- -------------------------
Morton I. Sosland
(Signed as to each on July 31, 1995)
Signature Title
--------- -----
/s/ William P. Anderson Senior Vice President and
- ------------------------- Chief Financial Officer
William P. Anderson (principal financial
officer)
/s/ Ozzie Wenich Vice President, Finance
- ------------------------- and Treasurer (principal
Ozzie Wenich accounting officer)
(Signed as to each on July 31, 1995)
Exhibit 5
OPINION OF COUNSEL
I refer to the Registration Statement on Form S-8 of
H&R Block, Inc., a Missouri corporation (the "Company"), to be
filed with the Securities and Exchange Commission in order to
register under the Securities Act of 1933, as amended, the offering
and issuance of 2,147,257 shares of the Company's Common Stock,
without par value, pursuant to employee stock options granted or
to be granted under the Company's Third Stock Option Plan for
Seasonal Employees (the "Plan").
I have examined the Articles of Incorporation and the Bylaws
of the Company, each as amended to date, copies of the Plan, and
such other documents and records as I have deemed relevant for
purposes of this Opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly organized, existing and in good
standing under the laws of the State of Missouri.
2. The Company is authorized to issue 200,000,000 shares of
Common Stock, without par value, of which 104,896,019 shares of
Common Stock were issued and outstanding as of the close of
business on July 14, 1995.
3. The presently issued and outstanding shares of Common
Stock of the Company have been duly authorized and legally issued
and are fully paid and non-assessable.
4. The shares of Common Stock issuable upon exercise of
employee stock options granted or to be granted under the Plan
have been duly authorized and reserved for issuance and, when
issued upon exercise of such options for the consideration
specified in the Plan, will be legally issued, fully paid and
non-assessable.
I am employed by HRB Management, Inc., a subsidiary of the
Company, and I serve as the Company's Assistant Vice President,
Legal and Secretary.
I consent to the inclusion in said Registration Statement of
my foregoing opinion filed as Exhibit 5 thereto.
Dated: July 31, 1995.
/s/ James H. Ingraham
-------------------------------
James H. Ingraham
Assistant Vice President, Legal
and Secretary
H&R Block, Inc.
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of H&R Block, Inc. and subsidiaries on Form S-8
(relating to shares of Common Stock issuable under the Company's
Third Stock Option Plan for Seasonal Employees, as amended) of
our reports dated June 20, 1995, appearing in and incorporated by
reference in the Annual Report on Form 10-K of H&R Block, Inc.
and subsidiaries for the year ended April 30, 1995.
/s/ Deloitte & Touche LLP
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Kansas City, Missouri
August 4, 1995
