<PAGE>
As filed with the Securities and Exchange Commission on November 6, 2000
File No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
PAMECO CORPORATION
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(Exact Name of Issuer as Specified in its Charter)
DELAWARE 51-0287654
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(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)
1999 Stock Award Plan
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(Full Title of the Plans)
Dixon R. Walker
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:
G. William Speer, Esq.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
Calculation of Registration Fee
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price(1) Registration Price(1)
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<S> <C> <C> <C> <C>
Common Stock 1,429,166 shares(2) $2.19 $3,126,300.62 $825.34
</TABLE>
(1) Determined in accordance with Rule 457(c) under the Securities Act of 1933,
based on the average of the high and low prices on the New York Stock
Exchange on November 1, 2000. Estimated solely for the purposes of
calculating the registration fee pursuant to Rule 457 (c) and (h).
(2) Representing shares of the Registrant's common stock, $.01 par value (the
"Common Stock"), that may be issued and sold by the Registrant in
connection with the Registrant's 1999 Stock Award Plan. This Registration
Statement also covers such indeterminable number of additional shares as
may become issuable to prevent dilution in the event of stock splits, stock
dividends or similar transactions.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
instruction to the Registration Statement on Form S-8 have been or will be
sent or given to employees of the Registrant selected to participate in the
Plan listed on the cover of this Registration Statement as required by Rule
428 (b) (1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not being filed with the Commission but
constitute (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof), a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
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) Annual Report on Form 10-K, filed by the Registrant on May 18, 2000.
(2) Quarterly Report on Form 10-Q, filed by the Registrant on July 17,
2000.
(3) Quarterly Report on Form 10-Q, filed by the Registrant on October 16,
2000.
(4) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement filed pursuant to Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
on Form 8-A, as amended (Commission File No. 001-12837).
(5) 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 6. Indemnification of Directors and Officers
As provided under Delaware law, the Registrant's Certificate of
Incorporation provides that the Registrant shall indemnify any
director or officer of the Registrant's, any person who was or is a
party, or who is threatened to be made such a party, to any
threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative by reason of the fact
that he or she is or was a director or officer of the Registrant,
against expenses (including fees for legal counsel), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him
or her in connection with such action, suit or proceeding if he or she
(a) acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the Registrant and
(b) with respect to any criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful.
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Additionally, the Registrant's Certificate of Incorporation provides
that the Registrant shall indemnify any director or officer of the
Registrant who was or is a party (other than a party suing in the
right of the Registrant) or is threatened to be made a party, to any
threatened, pending or completed action, suit or proceeding by or in
the right of the corporation to procure a judgment in the Registrant's
favor by reasons of the fact that he or she is or was a director or
officer of the Registrant, against expenses (including fees for legal
counsel) actually and reasonably incurred by him or her in connection
with the defenses or settlement of the action, suit or proceeding if
he or she met the standard of conduct of acting in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the
best interests of the Registrant. However, indemnification shall not
be made in respect of any claim, issue or matter as to which the
person has been adjudged to be liable to the Registrant unless and
only to the extent that the Court of Chancery is located or the court
in which the action, suit or proceeding was brought determines upon
application that, despite the adjudication of liability but in view of
all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for the expenses that the Court of
Chancery or other court deems proper.
Article VII of the Registrant's Bylaws requires the Registrant to
indemnify its directors, officers, employees and agents against
expenses (including fees for legal counsel), judgments, fines, and
amounts paid in settlement actually and reasonably incurred in
connection with various types of legal actions or proceedings if the
actions of the party being indemnified meets the standards of conduct
specified therein. Determinations concerning whether the applicable
standard of conduct has been met can be made by (a) the board of
directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding; (b) if such a
quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (c) the stockholders.
The Registrant has entered into Indemnification Agreements with
certain of its directors and officers (the "Indemnified Parties").
Under the terms of the Indemnification Agreements, the Registrant is
required to indemnify the Indemnified Parties against certain
liabilities arising out of their service for the Registrant. The
Indemnification Agreements require the Registrant (i) to indemnify
each Indemnified Party to the fullest extent permitted by law; (ii) to
provide coverage for each Indemnified Party under the Registrant'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 Registrant'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.
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<PAGE>
Item 8. Exhibits
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
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4(a) Certificate of Incorporation of the Registrant, dated
July 21, 2000 [Incorporated herein by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on August
28, 2000 (File No. 001-12837).]
4(b) Bylaws of the Registrant [Incorporated herein by
reference to Exhibit C to the Registrant's Proxy
Statement filed with the Securities and Exchange
Commission on June 23, 2000 (File No. 001-12837).]
5(a) Opinion of Counsel to Registrant
23(a) Consent of Counsel to Registrant (Included in Exhibit
5(a))
23(b) Consent of Ernst & Young LLP
24(c) Power of Attorney (See signature page)
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<PAGE>
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 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 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 the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the registration statement is on Form
S-3, Form S-8 and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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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(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 October 27, 2000.
PAMECO CORPORATION
By: /s/ Robert J. Davis
---------------------------------
Name: Robert J. Davis
Title: Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert J. Davis and Dixon R. Walker, or either of
them, 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 October 27, 2000.
/s/ Dixon Ray Walker President, Chief Executive Officer
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Dixon Ray Walker and Director
/s/ Robert J. Davis Chief Financial Officer
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Robert J. Davis
/s/ Robert J. Davis Director
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Robert J. Davis
/s/ Willem F.P. DeVogel Director
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Willem F.P. DeVogel
/s/ Earl Dolive Director
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Earl Dolive
/s/ Edmund J. Freeley Director
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Edmund J. Freeley
/s/ Michael Ira Klein Director
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Michael Ira Klein
/s/ Angus C. Littlejohn, Jr. Director
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/s/ Harry F. Weyher III Director
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Harry F. Weyher III
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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4(a) Certificate of Incorporation of the Registrant, dated
July 21, 2000 [Incorporated herein by reference to
Exhibit 3.1 to the Current Report on Form 8-K filed
with the Securities and Exchange Commission on August
28, 2000 (File No. 001-12837).]
4(b) Bylaws of the Registrant [Incorporated herein by
reference to Exhibit C to the Registrant's Proxy
Statement filed with the Securities and Exchange
Commission on June 23, 2000 (File No. 001-12837).]
5(a) Opinion of Counsel to Registrant
23(a) Consent of Counsel to Registrant (Included in Exhibit
5(a))
23(b) Consent of Ernst & Young LLP
24(c) Power of Attorney (See signature page)
