<PAGE>
As filed with the Securities and Exchange Commission on January 17, 1997.
Registration 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
---------------------
KEVCO, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-2666013
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
KEVCO, INC.
UNIVERSITY CENTRE I
1300 S. UNIVERSITY DRIVE
SUITE 200
FORT WORTH, TEXAS 76107
(Address of principal executive offices) (Zip Code)
--------------------
KEVCO, INC.
AMENDED AND RESTATED 1995 STOCK OPTION PLAN
(Full title of the Plan)
JERRY E. KIMMEL
KEVCO, INC.
UNIVERSITY CENTRE I
1300 S. UNIVERSITY DRIVE
SUITE 200
FORT WORTH, TEXAS 76107
(817) 332-2758
(Name, Address, including zip code and telephone
number, including area code, of agent of service)
---------------------
COPIES TO:
Richard S. Tucker
Jackson & Walker, L.L.P.
777 Main Street, Suite 1800
Fort Worth, Texas 76107
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 214,194 shares $14.00 $2,998,716 $909.00
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h)(1) and Rule 457(c), the offering price and
registration fee are computed on the basis of the average high and low
prices of the Common Stock as listed on the Nasdaq Stock Market on
January 15, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Kevco, Inc. (the "Company"), are
incorporated herein by reference and made a part hereof: (i) Prospectus dated
November 1, 1996, filed with the Commission pursuant to Rule 424(b) on November
1, 1996; (ii) Quarterly Report on Form 10-Q, for the quarter ended September 30,
1996; and (iii) Registration Statement on Form 8-A (No. 000-21621), effective as
of October 31, 1996, and any amendments filed thereto.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent to
the date of this Registration Statement and prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of 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.
The validity of the shares of Common Stock offered hereby will be passed upon
for the Company by Jackson & Walker, L.L.P. Richard S. Tucker, a partner in
Jackson & Walker, L.L.P., is a director and officer of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that, to the fullest extent
permitted by Texas law, directors of the Company will not be liable to the
Company or its shareholders for monetary damages for an act or omission in the
director's capacity as a director. Texas law does not currently authorize the
elimination or limitation of the liability of a director to the extent the
director is found liable for (i) any breach of the director's duty of loyalty to
the Company or its shareholders, (ii) acts or omissions not in good faith that
constitute a breach of duty of the director to the Company or which involve
intentional misconduct or a knowing violation of law, (iii) transactions from
which the director received an improper benefit, whether
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or not the benefit resulted from an action taken within the scope of the
director's office or (iv) acts or omissions for which the liability of a
director is expressly provided by an applicable statute. In addition, the
Company's Articles of Incorporation provide that if applicable law is amended to
authorize the further elimination or limitation of the liability of a director,
then the liability of the directors shall be eliminated or limited to the
fullest extent permitted by law, as amended.
The Company's Articles of Incorporation and Bylaws grant mandatory
indemnification and advancement of expenses to directors and officers of the
Company to the fullest extent authorized by Texas law. In general, a Texas
corporation may indemnify a director or officer who was, is or is threatened to
be made a named defendant or respondent in a proceeding by virtue of his
position in the corporation 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, in the case of criminal proceedings, had no reasonable cause
to believe his conduct was unlawful. A Texas corporation may indemnify a
director or officer in an action brought by or in the right of the corporation
only if such director or officer was not found liable to the corporation, unless
or only to the extent that a court finds him to be fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
The Company has entered into an agreement with each of its shareholders of
record immediately prior to the consummation of the Company's initial public
offering (the "IPO") pursuant to which the Company has agreed to distribute to
such shareholders an amount equal to earnings of the Company as provided in the
agreement and as finally determined for tax purposes for the period January 1,
1995 through the date immediately preceding the consummation of the IPO (being
November 6, 1996), to the extent such earnings, not theretofore distributed to
such shareholders, exceed the earnings for such period as theretofore reported
by the Company. In addition, the Company has agreed to indemnify such
shareholders for any penalties and interest attributable to any additional
income taxes they incur as a result of being taxed on such additional earnings,
as well as for related costs and expenses incurred.
The Company has procured insurance that purports to insure the Company's
directors and officers against certain liabilities incurred by them in the
discharge of their functions as directors and officers, with certain exceptions
including exceptions for liabilities arising from such directors' and officers'
own malfeasance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, as amended, and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit No. Description of Exhibit
----------- ----------------------
4.1 Articles of Incorporation of Kevco, Inc. as amended. (1)
4.2 Bylaws of Kevco, Inc. (1)
4.3 Form of certificate evidencing ownership of the Common Stock of Kevco,
Inc.(1)
5 Opinion of Jackson & Walker, L.L.P. (2)
15 None
23.1 Consent of Coopers & Lybrand L.L.P. (2)
23.2 Consent of Jackson & Walker, L.L.P. (contained in its opinion filed
herewith)
23.3 Consent of Rylander, Clay & Optiz, L.L.P. (2)
23.4 Consent of Rumsey & Huckaby, P.C. (2)
24 Power of Attorney (contained on the signature page of this
Registration Statement).
99 Amendment No. 2 to 1995 Stock Option Plan (Amended and Restated 1995
Stock Option Plan of Kevco, Inc.) and Supplementary Letter. (1)
- --------------
(1) Previously filed as an exhibit to the Company's registration statement on
Form S-1 (No. 333-11173), and incorporated herein by reference.
(2) Filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission
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<PAGE>
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below authorizes Jerry E. Kimmel,
Richard S. Tucker and Ellis L. McKinley, Jr., and each of them, each of whom may
act without joinder of the other, to execute in the name of each such person who
is then an officer or director of the Registrant, and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in respect thereof,
in connection with the registration of the securities that are the subject of
this Registration Statement, which amendments may make such changes to such
Registration Statement as such attorney may deem appropriate.
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended,
Kevco, Inc. 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 Fort Worth, State of Texas, on January 17, 1997.
KEVCO, INC.
By: /s/ Jerry E. Kimmel
----------------------------------
Jerry E. Kimmel
Chairman of the Board, President
and Chief Executive Officer
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated and on January 17, 1997.
Signatures Title
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/s/ Jerry E. Kimmel Chairman of the Board of
--------------------------- Directors, President and
Jerry E. Kimmel Chief Executive Officer
(Principal Executive Officer)
/s/ Clyde A. Reed, Jr. Executive Vice President,
--------------------------- Chief Operating Officer and
Clyde A. Reed, Jr. Director
/s/ Ellis L. McKinley, Jr. Vice President, Chief
--------------------------- Financial Officer, Treasurer
Ellis L. McKinley, Jr. and Director
(Principal Financial Officer)
/s/ Richard S. Tucker Secretary and Director
---------------------------
Richard S. Tucker
/s/ Martin C. Bowen Director
---------------------------
Martin C. Bowen
/s/ Richard Nevins Director
---------------------------
Richard Nevins
-8-
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
- ------ ----------------------
4.1 Articles of Incorporation of Kevco, Inc. as amended. (1)
4.2 Bylaws of Kevco, Inc. (1)
4.3 Form of certificate evidencing ownership of the Common Stock of Kevco,
Inc.(1)
5 Opinion of Jackson & Walker, L.L.P. (2)
15 None
23.1 Consent of Coopers & Lybrand L.L.P. (2)
23.2 Consent of Jackson & Walker, L.L.P. (contained in its opinion filed
herewith)
23.3 Consent of Rylander, Clay & Optiz, L.L.P. (2)
23.4 Consent of Rumsey & Huckaby, P.C. (2)
24 Power of Attorney (contained on the signature page of this
Registration Statement).
99 Amendment No. 2 to 1995 Stock Option Plan (Amended and Restated 1995
Stock Option Plan of Kevco, Inc.) and Supplementary Letter. (1)
- --------------
(1) Previously filed as an exhibit to the Company's registration statement on
Form S-1 (No. 333-11173), and incorporated herein by reference.
(2) Filed herewith.
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<PAGE>
EXHIBIT 5
January 17, 1997
Kevco, Inc.
University Centre I
1300 S. University Drive
Suite 200
Fort Worth, Texas 76107
Re: Registration Statement on Form S-8 of Kevco, Inc.
Gentlemen:
We are acting as counsel for Kevco, Inc., a Texas corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of the offering and sale of up to 214,194 shares
of the Company's Common Stock, par value $0.01 per share (the "Shares"), which
shares are issuable upon the exercise of options ("Options") granted or to be
granted from time to time to eligible persons, pursuant to the provisions of the
Kevco, Inc. Amended and Restated 1995 Stock Option Plan (the "Plan"). A
Registration Statement on Form S-8 covering the offering and sale of the Shares
(the "Registration Statement") is expected to be filed with the Securities and
Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion we have examined and
relied on such documents, corporate records and other instruments, including
certificates of public officials and certificates of officers of the Company,
and made such further investigation and inquiry as we have deemed necessary to
reach the opinions expressed herein. In making the foregoing examinations, we
have assumed the genuineness of all signatures on original documents, the
authenticity, accuracy and completeness of all documents submitted to us as
originals and the conformity to original documents of all copies submitted to
us.
Based solely upon the foregoing, subject to the comments and exceptions
hereinafter stated, it is our opinion that the Shares, when sold by the Company
in accordance with the terms of the Plan and the Options, will be validly and
legally issued, fully paid and nonassessable.
<PAGE>
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of Texas and the federal laws of the United States of America.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report, which includes an explanatory paragraph regarding a
change in accounting method, dated April 15, 1996, except for Note 11, as to
which the date is August 29, 1996, on our audit of the consolidated financial
statements of Kevco, Inc. as of December 31, 1995 and for the year then ended.
We also consent to the reference to our firm under the caption "Experts."
/s/ COOPERS & LYBRAND LLP
Fort Worth, Texas
January 14, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report, which includes an explanatory paragraph regarding a
change in accounting method, dated March 24, 1995, on our audits of the
financial statements of Kevco, Inc. as of December 31, 1994 and for the years
ended December 31, 1994 and 1993. We also consent to the reference to our firm
under the caption "Experts."
/s/ RYLANDER, CLAY & OPITZ, L.L.P.
Fort Worth, Texas
January 14, 1997
<PAGE>
EXHIBIT 23.4
[LETTERHEAD OF RUMSEY & HUCKABY, P.C. APPEARS HERE]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated February 28, 1995, on our audits of the financial
statements of Service Supply Systems, Inc. and Subsidiary for the years ended
December 31, 1994, 1993 and 1992. We also consent to the reference to our firm
under the caption "Experts."
/s/ RUMSEY & HUCKABY, P.C.
Cordele, Georgia
January 14, 1997
