2004 EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS

Transcription

1 2004 EMPLOYEE STOCK PURCHASE PLAN PROSPECTUS This document constitutes a Prospectus covering securities (in other words, shares of ABM s common stock) that have been registered under the Securities Act of 1933 January 14, PURPOSE AND BENEFITS The 2004 Employee Stock Purchase Plan, as amended (the "Plan") of ABM Industries Incorporated ("ABM") provides an opportunity for all Employees of ABM and its domestic subsidiary corporations to voluntarily purchase common stock of ABM: a. through automatic payroll deductions from your paychecks; b. at a discount from the current market price; and c. without paying any brokerage commissions or administrative fees. 2. ELIGIBILITY All employees of ABM and its domestic subsidiary corporations means each employee (full-time, part-time, white-collar, blue-collar, union, non-union, etc.) who receives a paycheck from ABM or any subsidiary corporation owned by ABM and incorporated in the United States of America (each, an ABM Employer ). The only exception, and there are none known as of the date of this prospectus, is any employee of any ABM Employer who owns directly or indirectly (or has the right to acquire) 5% or more of ABM stock. If you have any questions regarding your eligibility to participate in the Plan, please contact: 3. HIGHLIGHTS OF THE PLAN Employee Compensation and Benefits Department ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, NY Telephone: (212) Facsimile: (866) a. You decide whether or not to enroll in the Plan. You may enroll as of the first day of any monthly Offering Period (see Section 6. Enrollment"). You must be an employee on that day. b. You pay for the ABM common stock you purchase under the Plan through automatic payroll deductions. c. Your payroll deductions will be used to buy shares of ABM common stock as of the last trading day (a day when the New York Stock Exchange is open) of each month. d. The price you pay for your ABM common stock will be 5% less than the stock s fair market value on the New York Stock Exchange on the date that the stock is purchased for you (see Section 11. Stock Price"). 1

2 e. You may cancel your enrollment in the Plan at any time during a monthly Offering Period and may reenroll at the beginning of a subsequent monthly Offering Period. 4. ABOUT THIS PROSPECTUS This Prospectus summarizes the Plan as of January 14, 2014 and is current as of the date of this Prospectus. However, as a summary, this Prospectus does not contain all of the terms and conditions of the complete Plan document. If there is any difference between the terms and conditions of the Plan as described in this Prospectus and the provisions of the complete Plan document, the complete Plan document will govern. We urge you to carefully read this entire Prospectus before deciding to enroll in the Plan. 5. DECIDING WHETHER TO ENROLL IN THE PLAN Owning any stock, including ABM common stock, is not necessarily a good investment for everyone. Stock gives you an ownership interest in a corporation, with the potential for financial rewards. However, stock ownership involves risk. The value of your stock investment may increase, but it can also decrease. Therefore, you should consider buying any stock (including ABM common stock, even at a discount under the Plan) only after considering your overall financial position, including the consequences to you if the value of the stock you buy decreases. 6. ENROLLMENT You may enroll in the Plan as of the first day of each month, which is referred to as an "Offering Date." An Offering Period is a month in duration. To enroll in the Plan, you must submit on or before the Offering Date on which you wish to join the Plan a Payroll Deduction Authorization for the Purchase of ABM Common Stock to the payroll office from which you receive your regular paycheck. These forms are available from your payroll office. If you were enrolled in the Plan for the previous Offering Period, you will be automatically enrolled in the Plan for the next monthly Offering Period. However, you may cancel your enrollment at any time (see Section 8. Canceling Your Enrollment). 7. YOUR PAYROLL DEDUCTIONS Your payroll deductions for the purchase of ABM common stock under the Plan can be any whole percentage (fractional percentages are not allowed under the Plan) from 1% to 10% of your cash compensation (including all of your base salary and cash incentive bonuses). At the time of your enrollment, you initially elect a payroll deduction of any whole percentage from 1% to 10% of your compensation. Your initial election must be submitted to your payroll office by the Offering Date. You may change your payroll deduction amount by submitting a revised Payroll Deduction Authorization for the Purchase of ABM Common Stock to your Payroll Office. Any increase or decrease in your payroll deduction will be effective at the start of the next monthly Offering Period. If you reduce your payroll deduction to zero, you will be deemed to have canceled your enrollment in the Plan for the remainder of the then current monthly Offering Period (see Section 8. "Canceling Your Enrollment"). Under Internal Revenue Service ("IRS") rules, your payroll deductions for the Plan are not tax deductible. 8. CANCELING YOUR ENROLLMENT If you wish, you may cancel your enrollment in the Plan at any time. To cancel, simply submit a revised Payroll Deduction Authorization for the Purchase of ABM Common Stock to your payroll office. When you cancel your enrollment, payroll deductions and stock purchases will stop, and any of your payroll deductions that were not yet used to purchase ABM common stock for your Plan Account will be refunded to you (without interest) as soon as administratively possible. If you cancel your Plan enrollment, you may re-enroll 2

3 as of the start of any subsequent monthly Offering Period. 9. OWNERSHIP OF YOUR PLAN ACCOUNT Once you are enrolled in the Plan, your automatic payroll deductions, which are not adjusted for interest, are automatically transferred into your Plan Account at ABM and used to purchase ABM shares. You may not: a. pledge your Plan Account as collateral for any loan or other obligation; OR b. transfer any of your rights under the Plan to any other person or entity (including, but not limited to, a family, general or limited partnership, to a limited liability company, to a corporation, or to an inter vivos or testamentary trust). Furthermore, payroll deductions in your Plan Account represent unsecured financial obligations of ABM. Therefore, between the time of your payroll deductions and the purchase of ABM common stock for your Plan Account, you are an unsecured creditor of ABM, and the payroll deductions in your Plan Account are subject to the claims of ABM's other creditors. In the event that ABM's other assets are insufficient to pay all of its creditors, a court could require ABM to pay some or all of the payroll deductions in your Plan Account to other creditors. After your payroll deductions have been used to purchase ABM common stock for your Plan Account, a. your ABM common stock is not subject to any claims of ABM's creditors, and b. you own, and after a minimum of six months following the purchase, you can sell or otherwise dispose of your ABM common stock however you wish (see Section 14. Selling or Transferring Your Stock"). 10. STOCK PURCHASE DATES On the last trading day of each calendar month, your payroll deductions will be used to purchase shares of ABM common stock. Each of these dates is referred to as a "Purchase Date." ABM common stock purchased for you through the Plan will be bought directly from ABM, and the Transfer Agent for ABM's common stock will credit you with the ownership of the shares purchased on your behalf. ABM will not charge you any brokerage commissions or administrative fees for the ABM common stock purchased for you under the Plan. 11. STOCK PRICE One of the advantages of the Plan is the discounted price that you pay for ABM common stock. You will pay 5% less than the stock s fair market value on the New York Stock Exchange on your actual Purchase Date(s). "Fair market value" under the Plan means the average of the high and low prices of ABM common stock on the New York Stock Exchange on the date of determination. 12. LIMITATIONS ON STOCK PURCHASES Under the Plan, you may not purchase more than $25,000 worth of ABM common stock based on its fair market value on the applicable Offering Dates (or the fair market value on the next trading day if no sales took place on the Offering Date) during any calendar year. Because of the amounts involved, this limitation generally pertains only to highly-compensated employees. In addition, you may not purchase more than 500 shares for each Offering Period. As of January 14, 2014, ABM has a balance of 541,456 shares approved by ABM s stockholders for registration and future issuance under the Plan. If and when all of these shares have been issued, purchases under the Plan would have to be limited, suspended or terminated unless and until additional shares are approved for this purpose by ABM s stockholders. 3

4 13. SELLING OR TRANSFERRING YOUR STOCK The shares purchased under the Plan are subject to a minimum holding period of six months following purchase before they can be sold or transferred from the ABM chosen vendor. Please note that if and when you are in the possession of "inside" information about ABM (that is, information that might be important to an investor, but which has not yet been made public), you are prohibited by federal securities laws and ABM policy from selling or otherwise disposing of ABM common stock until and unless all such information has been made public, even if the six-month sale restriction period has already lapsed. In addition, certain ABM employees with regular access to financial information have further restrictions on their trading in ABM securities and may trade only during the specific trading window, as indicated in the ABM Insider Trading Policy. You will be notified if your trading is restricted to this period. Finally, officers of ABM who have been determined by the Board of Directors to be executive officers may only trade with permission from the General Counsel. 14. REPORTS AND NOTICES THAT YOU WILL RECEIVE A Stock Purchase Transaction Statement is mailed each calendar quarter to employees enrolled in the Plan. 15. STOCKHOLDER REPORTS, VOTING AND DIVIDENDS Enrolling in the Plan means that it is very likely that you will become a stockholder of ABM. As a Plan participant, you will receive the annual report, proxy statements and other materials ABM sends to all of its stockholders. In addition, you will be entitled to vote the shares that you own (if any) whenever stockholder votes are held. You are also eligible to receive cash dividends on shares that you own (if any), if and when such payments are made to shareholders of ABM common stock. 16. INCOME TAX INFORMATION The Plan is intended to qualify under Section 423 of the Internal Revenue Code of 1986, as amended (the Code ). The following information is a summary of certain U.S. federal income tax effects of purchasing ABM common stock under the Plan. Different tax consequences may result from different circumstances. This summary is based on U.S. federal income tax laws in effect as of the date of this Prospectus. Tax laws are complex, and subject to change without notice from ABM. State and local taxes also may apply, and the rules governing such taxes may vary from federal income tax rules. Your actual income tax consequences depend upon your individual circumstances. Therefore, you should always consult with a qualified tax adviser regarding your own particular situation. a. General Rule: You do not have taxable income when you purchase ABM common stock under the Plan. When you sell or otherwise dispose of ABM common stock purchased under the Plan, income taxes generally will be due. In calculating the amount of tax you owe, please remember that special tax rules apply to stock purchased under this Plan (and similar plans in many other companies). b. Important Dates and Amounts: In order to calculate your taxes when you dispose of ABM common stock purchased under the Plan, you will need to know: These Dates These Amounts ================= ========================================= Actual Purchase Date Fair market value on actual Purchase Date Actual Sale or Other Disposition Date Actual selling price or disposition value on the actual date of sale or other disposition 4

5 c. Selling Your ABM Common Stock within 24 Months of the Applicable Offering Date: If you sell your ABM common stock within twenty-four months of the applicable Offering Date for those shares, this is called a disqualifying disposition and your federal income taxes are calculated as follows: i. You pay income taxes at ordinary income rates on the amount (if any) by which the fair market value of ABM common stock on your actual Purchase Date exceeds your actual purchase price for the shares. This difference (i.e., the original discount) that you received must be reported to the IRS. Even if you incur a loss on sale because your actual selling price is less than your actual purchase price, you would still owe ordinary income tax on the original discount. ABM requires you to report a disqualifying disposition because it affects ABM s tax reporting associated with the ESPP. ii. You pay income taxes at capital gain rates (either short-term or long-term) on the amount by which your actual selling price exceeds the fair market value of ABM common stock on your actual Purchase Date. The holding period for determining whether the capital gain is short-term or long-term begins on your actual Purchase Date. If and when you sell your ABM common stock at a loss, the loss will be either short-term or long-term capital loss depending on your actual holding period. d. Selling Your ABM Common Stock 24 Months or More After the Applicable Offering Date: You may receive more favorable federal income tax treatment if you hold your ABM common stock purchased under the Plan for 24 months or more after the applicable Offering Date for those shares, in which case your federal income taxes are calculated as follows: i. You pay income taxes at ordinary income rates on the lesser of the amount equal to (i) the difference between the fair market value of the share on the applicable Purchase Date and your actual purchase price, or (ii) the difference between the fair market value of the share at the time of disposition, e.g., a sale, and the your actual purchase price. Although you must report this profit to the IRS, there is no need to inform ABM. ii. You pay income taxes at long-term capital gain rates on the balance of your profit. If your actual selling price is less than your actual purchase price, the entire difference is a long-term capital loss. The holding period for determining your long-term capital gains rate is based on the actual purchase date. e. In case of death: If you die while you own stock purchased through the Plan, the 24-month holding period is waived. Income tax is payable as if your shares were held for the full 24-month period (see paragraph d. above). f. Tax effect on ABM: ABM receives a federal income tax deduction for the ordinary income that you must report if you sell or otherwise dispose of shares you purchased under the Plan within 24 months after the applicable Offering Date for those shares. ABM does not receive any tax deduction if you dispose of your stock after that time. 17. END OF PARTICIPATION Your participation in the Plan will terminate when any of the following occurs: a. You elect to cancel your enrollment in the Plan. b. You reduce your payroll deduction percentage to zero (see Section 7. "Your Payroll Deductions"). c. You no longer meet the eligibility requirements of the Plan (see Section 2. "Eligibility"). d. The Plan is terminated or amended so that you are no longer eligible to participate in the Plan. 5

6 e. Your employment with ABM ends for any reason whatsoever, including retirement or your death, prior to the last working day of an Offering Period. Upon the termination of your enrollment, any payroll deductions that were not yet used to purchase ABM common stock for your Plan Account will be refunded to you, to your designated beneficiary, or to your estate in general, as applicable, as soon as administratively practicable, in accordance with the Plan, and without any adjustment for interest. 18. ADMINISTRATION OF THE PLAN The Plan is administered by the Compensation Committee (the "Committee") of ABM's Board of Directors (the Board ). All members of the Committee are appointed by the Board. On a day-to-day basis, the Plan is administered for the Committee by ABM s Employee Compensation and Benefits Department, which acts as the Plan Administrator. The Committee has the full and absolute discretion and authority necessary and appropriate to control and manage the operation and administration of the Plan. Subject to the Committee's authority, the Plan Administrator may make rules, interpretations, and computations, and take any other actions to administer the Plan that it considers appropriate: a. to protect ABM's interests, and the benefits of all participants, in the Plan; and b. to ensure that the Plan remains qualified under Code Section 423. The Plan Administrator's rules, interpretations, computations and actions must be consistent with all provisions of the Plan and the Committee's direction. These rules, interpretations, computations and actions are binding and conclusive on all participants. 19. EFFECT ON EMPLOYMENT Participation in the Plan does not affect the terms and conditions of your employment. The rights of your ABM Employer (see Section 2. Eligibility ) are unaffected by your participation in the Plan. 20. APPLICATION OF ERISA The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1972 (ERISA) and is not a tax-qualified retirement plan under Code Section 401(a). Participation in the Plan will not affect your right to participate in any of the tax-qualified retirement plans sponsored by ABM. 21. FUTURE OF THE PLAN ABM has the absolute right to change, amend, suspend, withdraw, or terminate the Plan at any time and for any reason whatsoever. In no event, however, will an Offering be made under the Plan that extends beyond March 9, The Board has expressly reserved the right to increase the purchase price for each share under this Plan in the event of changes in the rules for financial reporting as set forth by the Financial Accounting Standards Board, the Securities and Exchange Commission, The New York Stock Exchange and/or the Code. 22. RECAPITALIZATION. In the event of a split of outstanding shares, the payment of a stock dividend or a consolidation of shares, the number of shares reserved or authorized to be reserved under the Plan, the maximum number of shares available for purchase under the Plan, and other applicable terms of your rights under the Plan shall be adjusted proportionately. The Board may also make other adjustments as it may deem equitable in the event of those changes affecting ABM stock or any other changes affecting the stock. 6

7 23. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission (the SEC") are hereby incorporated by reference into this Prospectus: a. ABM's most recent annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") which contains, either directly or by incorporation by reference, audited financial statements for ABM's latest fiscal year for which financial statements have been filed. b. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual report referred to in (a) above. c. The description of ABM's common stock contained in ABM's registration statement on Form 8-A, as it may have been amended from time to time. All documents filed by ABM after the date of this registration statement pursuant to Sections 13(a), 13(c), 14, and 15(d) of 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 Prospectus and to be a part of this Prospectus from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated in this Prospectus by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated in this Prospectus by reference modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 24. IF YOU NEED FURTHER DOCUMENTATION Copies of the documents incorporated by reference in this Prospectus and in the Registration Statement on Form S-8 filed with the SEC relating to the Plan (other than exhibits to such documents), including ABM's annual report, and copies of other reports, proxy statements, and communications generally distributed to ABM's stockholders, are available without charge upon oral or written request from: Administrative Services Department ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, New York Telephone: (212) Facsimile: (212) Copies of this Prospectus, any supplements thereto, forms, and further information concerning the Plan and its administration also are available without charge upon oral or written request from your payroll office, or contact: 25. MORE INFORMATION ABOUT THIS PROSPECTUS Employee Compensation and Benefits Department ABM Industries Incorporated 551 Fifth Avenue, Suite 300 New York, NY Telephone: (212) Facsimile: (866) No person has been authorized to give any information or to make any representations in connection with the Plan other than those contained in this Prospectus, and if given or made, such information or representations must not be relied upon as having been authorized by ABM. Neither the delivery hereof nor 7

8 any distribution of securities made hereunder shall, under any circumstances, imply that there has been changes or no changes in the facts herein set forth since the date hereof. This Prospectus does not constitute an offering in any state in which such offering may not lawfully be made. This Prospectus may be updated in the future by furnishing to participants an appendix, memorandum, notice, or replacement page containing such updated information. Accordingly, this Prospectus should be retained for future reference. 8