UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 30, 2004
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Pre-Paid Legal Services, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Oklahoma
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(State or Other Jurisdiction of Incorporation)
1-9293 73-1016728
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(Commission File Number) (IRS Employer Identification No.)
One Pre-Paid Way
Ada, OK 74820
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(Address of Principal Executive Offices) (Zip Code)
(580) 436-1234
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The Company has notified the New York Stock Exchange on October 6, 2004
that the Company is not in compliance with the NYSE's Corporate Governance Rules
requiring that the Company's Audit Committee consist of at least three
independent directors. The noncompliance resulted form the resignation of Steve
Hague as described below, who was a member of the Audit Committee, leaving the
Committee with only two members. As described below, the Company has appointed
Thomas W. Smith to serve on the Board and the Company's Nominating and
Compensation Committees. The Company is evaluating the possibility of also
appointing Mr. Smith to serve on the Audit Committee but has not yet made a
determination if he is eligible under the NYSE rules. If Mr. Smith is not
appointed, the Company will seek another independent director who will meet the
independence and other requirements for service on the Audit Committee under the
NYSE's rules.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On September 30, 2004, Steve Hague resigned as a director of Pre-Paid Legal
Services, Inc. ("we", "us" or the "Company"). Mr. Hague's resignation was not,
to the knowledge of our executive officers, due to a disagreement with the
Company on any matter relating to our operations, policies or practices.
On October 4, 2004, the Board of the Company elected Thomas W. Smith as a
director and a member of the Nominating and Compensation Committees of the Board
to succeed Mr. Hague. Mr. Smith's term as a director will expire at the annual
meeting of shareholders in 2006 or until his successor is elected and has
qualified. Mr. Smith is the largest outside shareholder of the Company's common
stock and is the managing partner of Prescott Investors, a private investment
firm founded in 1973.
Item 9.01 Financial Statements and Exhibits
The following exhibits are included with this report:
Exhibit No. Description
99.1 Company Press Release dated October 6, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Pre-Paid Legal Services, Inc.
By: /s/ Randy Harp
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Randy Harp, Chief Operating Officer
Date: October 6, 2004
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Company Press Release dated October 6, 2004
For Immediate Release Company Steve Williamson
Wednesday, October 6, 2004 Contact: (580) 436-1234
PRE-PAID LEGAL SERVICES, INC. ANNOUNCES
ELECTION OF NEW BOARD MEMBER
ADA, OK, October 6, 2004 - Pre-Paid Legal Services, Inc. (NYSE:PPD), today
announced that Thomas W. Smith has been elected to the Company's Board of
Directors and as a member of the Board's Nominating and Compensation Committees
effective immediately. Mr. Smith, will replace Steve Hague, who resigned
September 30, 2004 from the Board due to job relocation and increased demands on
his time at his new location.
Mr. Smith is the managing partner of Prescott Investors, Inc, a private
investment firm he founded in 1973.
About Pre-Paid Legal Services, Inc.
Pre-Paid Legal Services, Inc. develops, underwrites and markets legal
service plans across North America. The plans provide for legal service
benefits, including unlimited attorney consultation, letter writing, document
preparation and review, will preparation, traffic violation defense,
automobile-related criminal charges defense and a general trial defense. More
information can be located at the Company's homepage on the worldwide web at
http://www.prepaidlegal.com/.
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