As filed with the Securities and Exchange Commission on December 30, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS, INCORPORATED
(Exact name of registrant as specified in its charter)
NEVADA 85-0113644
(State or other jurisdiction (I.R.S. Employer incorporation
of or organization) Identification No.)
150 Louisiana N.E. Albuquerque, New Mexico 87108
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option Plan
(Full title of the plan)
Michael L. Bowlin, 150 Louisiana N.E. Albuquerque, New Mexico 8710
(Name and address of agent for service)
(505) 266-5985
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S>
<C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be To be Price Offering Registration
Registered Registered per Unit(2) Price(2) Fee
---------- ---------- ----------- --------- ------------
Common Stock 438,485(1) $5.81 $2,547,597.80 $672.57
</TABLE>
(1) Based on an amount equal to ten percent of the issued and outstanding
shares of Common Stock (4,384,848 outstanding shares as of September 13,
1999), pursuant to the 1996 Stock Option Plan which was adopted by Bowlin
Outdoor Advertising & Travel Centers, Incorporated for the purpose of
assuming options of Bowlin's Incorporated in connection with the merger of
Bowlin's Incorporated with and into Bowlin Outdoor Advertising & Travel
Centers, Incorporated on August 28, 1996.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices for shares
of Common Stock on December 28, 1999.
1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and Exchange
Commission are hereby incorporated by reference herein and shall be deemed a
part hereof:
(a) The Annual Report of BOWLIN Outdoor Advertising & Travel Centers,
Incorporated ("Bowlin") on Form 10-K for the fiscal year ended January 31, 1999,
filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Quarterly Report of Bowlin for the three and nine months ended
October 31, 1999;
(c) All other reports filed by Bowlin with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since January
31, 1999; and
(d) The description of Bowlin's common stock contained in its Registration
Statement on Form 8-A filed with the Securities and Exchange Commission pursuant
to Section 12(b) or (g) of the Exchange Act.
All documents filed by Bowlin pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment to this Registration Statement 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 such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement 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 herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a 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 Registrant's Articles of Incorporation and Bylaws provide for the
Registrant to indemnify its directors and officers to the fullest extent
provided by Nevada law.
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Item 7. Exemption from Registration Claimed. None.
Item 8. Exhibits.
Exhibit
Number Description
- ------- -----------
4 1996 Stock Option Plan
5 The opinion rendered by
Squire, Sanders & Dempsey L.L.P., counsel
for the Registrant
23.1 Consent of Squire, Sanders & Dempsey L.L.P.
23.2 Consent of KPMG LLP
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 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) That, for the purposes 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) 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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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<PAGE>
(c) 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
offered, 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 of 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.
4
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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 Phoenix, State of Arizona, on December 30, 1999.
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS, INCORPORATED
By:/s/ Michael L. Bowlin
-----------------------------------------------
Michael L. Bowlin, President, Chief Executive
Officer and Chairman of the Board
By:/s/ Nina J. Pratz
-----------------------------------------------
Nina J. Pratz, Senior Vice President, Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
SPECIAL POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Michael L. Bowlin and Nina J. Pratz, and each of them,
his true and lawful attorney-in-fact and agent 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 this Form S-8 Registration Statement, and to file the same with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorneys-in-fact and agents, and each of
them, 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 and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or each of them, may
lawfully do or cause to be done by virtue hereof.
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
President, Chief Executive
Officer and Chairman of
the Board (Principal
/s/ Michael L. Bowlin Executive Officer) December 30, 1999
Executive Vice President,
Chief Operating Officer
/s/ Christopher Bess and Director December 30, 1999
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial
/s/ Nina J. Pratz and Accounting Officer December 30, 1999
/s/ Robert L. Beckett Director December 30, 1999
/s/ Harold Van Tongeren Director December 30, 1999
/s/ Jack Ayers Director December 30, 1999
/s/ James A. Clark Director December 30, 1999
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EXHIBIT INDEX
Exhibit Page or
Number Description Method of Filing
- ------- ----------- ----------------
4 1996 Stock Option Plan Incorporated by reference to
Exhibit 10.27 to the
registrant's Registration
Statement on Form SB-2 (File
No. 333-12957)
5 Opinion rendered by
Squire, Sanders &
Dempsey L.L.P., counsel
for the Registrant Page 8
23.1 Consent of Squire, Sanders
& Dempsey L.L.P. See Exhibit 5
23.2 Consent of KPMG LLP Page 9
7
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EXHIBIT 5
December 30, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for BOWLIN Outdoor Advertising & Travel Centers,
Incorporated, a Nevada corporation (the "Company"), we are rendering this
opinion in connection with the registration under the Securities Act of 1933, as
amended (the "1993 Act"), of up to 438,485 shares of Common Stock of the Company
(the "Shares") which may be issued pursuant to the Company's 1996 Stock Option
Plan.
We have examined all instruments, documents, and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness and authority of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 438,485 shares of
Common Stock which may be issued under the 1996 Stock Option Plan are duly
authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
1996 Stock Option Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above, and the use of our name whenever it
appears in said Registration Statement.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY L.L.P.
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<PAGE>
EXHIBIT 23.2
The Board of Directors
BOWLIN Outdoor Advertising & Travel Centers Incorporated:
We consent to the use of our report incorporated herein by reference in the
prospectus.
KPMG LLP
Albuquerque, New Mexico
December 30, 1999
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