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As filed with the Securities and Exchange Commission on August 19, 1997.
File No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PAMECO CORPORATION
-------------------------------------------------
(Exact Name of Issuer as Specified in its Charter)
Georgia 51-0287654
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
PAMECO CORPORATION
1000 Center Place
Norcross, Georgia 30093
(404) 798-0700
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(Address and Telephone Number of Issuer's Principal Executive
Offices)
Employee Stock Option Plan I
Employee Stock Option Plan II
Stock Option Agreement between the Registrant and Gerald V.
Gurbacki
Non-Employee Directors Stock Option Plan
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(Full Title of the Plans)
Mary McCulley
1000 Center Place
Norcross, Georgia 30093
(770) 798-0700
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(Name, Address and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
David A. Stockton, Esq.
KILPATRICK STOCKTON LLP
1100 Peachtree Street, N.E.
Atlanta, Georgia 30309-4530
(404) 815-6500
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<CAPTION>
Calculation of Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share Offering Price<F1> Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 989,598 shares $21.50 $21,276,357 $6,477.38
<FN>
<F1> Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $21.50, the average of the high
and low prices on the New York Stock Exchange on August 18, 1997.
/FN
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:
(1) The prospectus dated June 4, 1997, filed by the
Registrant pursuant to Rule 424(b) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(2) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act, since the
end of the fiscal year covered by the prospectus
referred to in item 1 above.
(3) The description of the Class A Common Stock contained
in the Registrant's registration statement on Form 8-A,
dated March 26, 1997, including all amendments or
reports filed for the purpose of updating such
description.
(4) All other documents subsequently filed by the
Registrant 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 pursuant to this Registration
Statement have been sold or which deregisters all
securities that remain unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, the Company's Articles
of Incorporation provide that a director shall not be
personally liable to the Company as a director, except
that such provisions shall not limit the liability of a
director (a) for any appropriation, in violation of his
duties, of any business opportunity of the Company; (b)
for acts or omissions which involve intentional
misconduct or a knowing violation of law; (c) for
unlawful corporate distributions or (d) for any
transactions from which the director receives an
improper benefit.
Under Article V of the Company's Bylaws, the Registrant
is required to indemnify its directors and officers to
the fullest extent permitted by Georgia law. The
Georgia Business Corporation Code provides that a
corporation may indemnify its directors, officers and
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agents against judgments, fines, penalties, amounts
paid in settlement and expenses, including attorneys'
fees, resulting from various types of legal actions or
proceedings if the actions of the party being
indemnified meet the standards of conduct specified
therein. Determinations concerning whether the
applicable standard of conduct has been met can be made
by (a) a majority of the disinterested directors; (b) a
majority of a committee of disinterested directors; (c)
independent legal counsel or (d) an affirmative vote of
a majority of shares held by the disinterested
shareholders. No indemnification may be made to or on
behalf of a corporate director, officer, employee or
agent (i) in connection with a proceeding by or in
right of the Company in which such person was adjudged
liable to the Company or (ii) in connection with any
other proceeding in which said person was adjudged
liable on the basis that personal benefit was
improperly received by him.
The Company has entered into Indemnification Agreements
with certain of its directors and officers (the
"Indemnified Parties"). Under the terms of the
Indemnification Agreements, the Company is required to
indemnify the Indemnified Parties against certain
liabilities arising out of their service for the
Company. The Indemnification Agreements require the
Company (i) to indemnify each Indemnified Party to the
fullest extent permitted by law; (ii) to provide
coverage for each Indemnified Party under the Company's
directors and officers liability insurance policy and
(iii) to advance certain expenses incurred by an
Indemnified Party. The Indemnification Agreements
provide limitations on the Indemnified Party's rights
to indemnification in certain circumstances.
The Company's directors and officers are insured
against losses arising from any claim against them as such for
wrongful acts or omissions, subject to certain limitations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
The exhibits included as part of this Registration
Statement are as follows:
Exhibit Number Description
* 4(a) Amended and Restated Articles of
Incorporation of the Registrant, as
amended (included as Exhibit 3.1 to
the Registration Statement on Form
S-1 No. 333-24043).
* 4(b) Amended and Restated Bylaws of the
Registrant (included as Exhibit 3.2
to the Registration Statement on
Form S-1 No. 333-24043).
5(a) & 23(a) Opinion and Consent of Counsel to
Registrant
23(b) Consent of Ernst & Young LLP
24(c) Power of Attorney (See signature
page)
* 99.1 Employee Stock Option Plan I
(included as Exhibit 10.5 to the
Registration Statement on Form
S-1 No. 333-24043)
* 99.2 Employee Stock Option Plan II
(included as Exhibit 10.6 to the
Registration Statement on Form
S-1 No. 333-24043)
* 99.3 Stock Option Agreement between the
Registrant and Gerald V.
Gurbacki (included as Exhibit
10.7 to the Registration
Statement on Form S-1 No. 333-
24043)
* 99.4 Non-Employee Directors Stock Option
Plan (included as Exhibit 10.8
to the Registration Statement on
Form S-1 No. 333-24043)
___________________
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-24043) filed with the
Commission on March 27, 1997, and amendments thereto.
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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,
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 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; (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 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.
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
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(d) 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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SIGNATURES
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 Atlanta, State of Georgia, on August 7, 1997.
PAMECO CORPORATION
By: /s/ Walt Wilcox
Name: Walt Wilcox
Title: Vice President - Finance/Controller
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald V.
Gurbacki as attorney-in-fact, having the power of substitution,
for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or
substitutes, may 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 indicated on August 7, 1997.
/s/ James R. Balcom, Jr. Chairman
JAMES R. BALKCOM, Jr.
/s/ Gerald V. Gurbacki Chief Executive Officer
GERALD V. GURBACKI and Director
(Principal Executive
Officer)
/s/ Walt Wilcox
WALT WILCOX Vice President -
Finance/Controller
(Principal Financial and
Accounting Officer)
/s/ G. Thomas Braswell, Jr. Director
G. THOMAS BRASWELL, Jr.
/s/ Michael H. Bulkin Director
MICHAEL H. BULKIN
/s/ Earl Dolive Director
EARL DOLIVE
/s/ H. Whitney Wagner Director
H. WHITNEY WAGNER
/s/ Thomas G. Weld Director
THOMAS G. WELD
/s/ Richard Bearse Director
RICHARD BEARSE
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
* 4(a) Amended and Restated Articles of
Incorporation of the Registrant, as
amended (included as Exhibit 3.1 to
the Registration Statement on Form
S-1 No. 333-24043).
* 4(b) Amended and Restated Bylaws of the
Registrant (included as Exhibit 3.2
to the Registration Statement on
Form S-1 No. 333-24043).
5(a) & 23(a) Opinion and Consent of Counsel to
Registrant
23(b) Consent of Ernst & Young LLP
24(c) Power of Attorney (See signature
page)
* 99.1 Employee Stock Option Plan I
(included as Exhibit 10.5 to the
Registration Statement on Form
S-1 No. 333-24043)
* 99.2 Employee Stock Option Plan II
(included as Exhibit 10.6 to the
Registration Statement on Form
S-1 No. 333-24043)
* 99.3 Stock Option Agreement between the
Registrant and Gerald V.
Gurbacki (included as Exhibit
10.7 to the Registration
Statement on Form S-1 No. 333-
24043)
* 99.4 Non-Employee Directors Stock Option
Plan (included as Exhibit 10.8
to the Registration Statement on
Form S-1 No. 333-24043)
___________________
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-24043) filed with the
Commission on March 27, 1997, and amendments thereto.
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KILPATRICK STOCKTON LLP
Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
August 15, 1997 E-mail: [email protected]
Direct Dial: 404.815.6444
EXHIBIT 5 AND 23A
Pameco Corporation
1000 Center Place
Norcross, Georgia 30093
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for Pameco Corporation, a Georgia
corporation (the "Company"), in the preparation of the Form S-8
Registration Statement relating to the Company's Employee Stock
Option Plan I, Employee Stock Option Plan II, Stock Option Agreement
between the Company and Gerald V. Gurbacki and Non-Employee
Directors Stock Option Plan (collectively, the "Plans") and the
proposed offer and sale of up to 989,598 shares of the Company's
Class A Common Stock, par value $0.01 per share (the "Common
Stock"), pursuant thereto. In connection with the preparation of
said Registration Statement, we have examined certificates of public
officials and originals or copies of such corporate records,
documents and other instruments relating to the authorization of the
Plans and the authorization and issuance of the shares of Common
Stock as we have deemed relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
The Company was duly organized and incorporated and is validly
existing under the laws of the State of Georgia, with an authorized
capitalization consisting of 40,000,000 shares of Class A Common
Stock, par value $0.01 per share; 20,000,000 shares of Class B
Common Stock, par value $0.01 per share; and 5,000,000 shares of
Preferred Stock, par value $1.00 per share.
The Plans and the proposed offer and sale thereunder of up to
989,598 shares of Common Stock have been duly authorized by the
Board of Directors of the Company, and the shares, when issued in
accordance with the terms and conditions of the Plans, will be
validly issued, fully paid and nonassessable.
<PAGE>
Pameco Corporation
August 15, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit
to said Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ David A. Stockton
David A. Stockton, a partner
Exhibit 23(b)
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption Experts
in the Registration Statement (Form S-8) pertaining to the Pameco
Corporation Employee Stock Option Plan I, Pameco Corporation
Employee Stock Option Plan II, Stock Option Agreement between the
Registrant and Gerald V. Gurbacki, and the Pameco Corporation
Non-Employee Directors Stock Option Plan and to the incorporation
by reference therein of our reports dated April 2, 1997, except
for Note 10 as to which the date is June 3, 1997, with respect to
the consolidated financial statements and schedule of Pameco
Corporation, included in its Registration Statement and
Prospectus on Form S-1 (File No. 333-24043) filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
August 19, 1997 Ernst & Young LLP
Atlanta, Georgia
