AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1997
Registration Statement File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
AMF BOWLING, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3873268
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8100 AMF Drive
Richmond, Virginia 23111
(Address of Principal Executive Offices) (Zip Code)
AMF BOWLING, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
Douglas J. Stanard
President and Chief Executive Officer
AMF Bowling, Inc.
8100 AMF Drive
Richmond, Virginia 23111
(Name and address of agent for service)
(804) 730-4000
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to be Proposed Proposed Amount of
securities to registered(1) maximum maximum registration
be registered offering price aggregate fee
per share(2) offering price(2)
Common Stock,
par value $.01
per share 1,767,151 $21.3125 $37,662,405.6875 $11,110.41
(1) Represents the maximum number of shares that may be granted under the
AMF Bowling, Inc. 1996 Stock Incentive Plan (the "Plan").
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933, the registration fee is based on the reported average of the high
and low prices for the Registrant's Common Stock on the New York Stock
Exchange on December 4, 1997.<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in
Part I will be sent or given to eligible employees by AMF Bowl-
ing, Inc. (the "Company") as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). In
accordance with the instructions to Part I of Form S-8, such
documents will not be filed with the Securities and Exchange
Commission (the "SEC") either as part of this Registration
Statement or as prospectus supplements pursuant to Rule 424 of
the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by the
Company with the SEC and are incorporated herein by reference:
1. The Company's Prospectus that was part of the
Company's Registration Statement on Form S-1 (Regis-
tration No. 333-34099), which Prospectus was filed
with the SEC on November 3, 1997 pursuant to Rule
424(b) under the Securities Act of 1933, as amended.
2. The Company's Registration Statement on Form 8-A
filed with the SEC on October 27, 1997.
3. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
4. The description of the Company's Common Stock con-
tained in the Registration Statement on Form 8-A re-
ferred to in (2) above.
All documents, filed subsequent to the date hereof by
the Company with the SEC pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing
(such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document
or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the<PAGE>
extent that a statement contained herein or in any other subse-
quently filed Incorporated Document modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to consti-
tute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the General Corporation Law of
the State of Delaware (the "DGCL") provides that a corporation
may eliminate or limit the personal liability of a director (or
certain persons who, pursuant to the provisions of the certifi-
cate of incorporation, exercise or perform duties conferred or
imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty
as a director, provided that such provisions may not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockhold-
ers, (ii) for acts or omissions not in good faith or which in-
volve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (which provides for li-
ability of directors for unlawful payments of dividends or un-
lawful stock purchases or redemptions) or (iv) for any transac-
tion from which the director derived an improper personal ben-
efit. Article VIII, Section 1 of the Company's Certificate of
Incorporation limits the liability of directors thereof to the
full extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, in general, a corpora-
tion may indemnify its directors, officers, employees or agents
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by
reason of their being or having been directors, officers, em-
ployees or agents of the corporation, if such persons acted in
good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was unlawful. In addition, a
corporation may indemnify any such person for expenses (includ-
ing attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of any such<PAGE>
action or suit by or in the right of the corporation if the
person acted in good faith and in a manner that the person rea-
sonably believed to be in or not opposed to the best interests
of the corporation; however, the corporation may not indemnify
the person for such expenses in a suit or action by or on be-
half of the corporation unless the Delaware Court of Chancery
or the court hearing the action or proceeding determines that
the person is fairly and reasonably entitled to indemnity for
such expenses. A corporation is required to provide the fore-
going indemnity to a director if the director is successful (on
the merits or otherwise) in his or her defense of the claim or
proceeding. Article VIII, Section 2(a) of the Certificate of
Incorporation of the Company provides that the Company shall
indemnify its officers and directors to the full extent permit-
ted by Delaware law.
Article VIII, Section 2(a) of the Company's Certifi-
cate of Incorporation also provides that the Company shall in-
demnify any such person seeking indemnification in connection
with a proceeding initiated by such person only if such pro-
ceeding was authorized by the Board, except as otherwise pro-
vided in the Certificate of Incorporation. Any rights to in-
demnification conferred in Section 2 are contract rights, and
include the right to be paid by the Company the expenses in-
curred in defending any such proceeding in advance of its final
disposition, except that, if the DGCL requires, the payment of
such expenses incurred by a director or officer in such capac-
ity in advance of final disposition shall be made only upon
delivery to the Company of an undertaking by or on behalf of
such director or officer, to repay all amounts so advanced if
it is ultimately determined that such director or officer is
not entitled to be indemnified under Section 2 or otherwise.
By action of the board of directors, the Company may extend
such indemnification to employees and agents of the Company.
An insurance policy obtained by the Registrant pro-
vides for indemnification of officers and directors of the Reg-
istrant and certain other persons against liabilities and ex-
penses incurred by any of them in certain stated proceedings
and under certain stated conditions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description
4 AMF Bowling, Inc. 1996 Stock Incentive
Plan (incorporated by reference to Ex-
hibit 10.3 to the Registration Statement
on Form S-4 of AMF Bowling Worldwide,
Inc. (formerly AMF Group Inc.) (Registra-
tion No. 333-4877)).
5 Opinion of Wachtell, Lipton, Rosen & Katz
as to the legality of securities to be
issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Todres & Sheiffer.
23.4 Consent of Wachtell, Lipton, Rosen & Katz
(contained in the opinion of counsel
filed as Exhibit 5).
24 Powers of Attorney (included on Signature
Page).
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes 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 regis-
tration 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 reg-
istration statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any ma-
terial change to such information in the reg-
istration statement;<PAGE>
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in peri-
odic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by ref-
erence in the registration statement.
The undersigned registrant hereby undertakes that,
for the purpose of determining any liability under the Securi-
ties Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities of-
fered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
The undersigned registrant hereby undertakes to re-
move from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at
the termination of the offering.
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 offer-
ing thereof.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, offic-
ers 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 Com-
mission such indemnification is against public policy as ex-
pressed in the Securities Act of and is, therefore, unenforce-
able. 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 ac-
tion, 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.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reason-
able 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, there-
unto duly authorized, in the city of Richmond, state of Vir-
ginia, on this 9th day of December, 1997.
AMF BOWLING, INC.
By: /s/ Douglas J. Stanard
Name: Douglas J. Stanard
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
Each of the undersigned officers and directors of AMF
Bowling, Inc., a Delaware corporation, hereby constitutes and
appoints Douglas J. Stanard and Stephen E. Hare and each of
them, severally, as his attorney-in-fact and agent, with full
power of substitution and resubstitution, in his name and on
his behalf, to sign in any and all capacities this registration
statement and any and all amendments (including post-effective
amendments) and exhibits to this registration statement, and
any and all applications and other documents relating thereto,
with the Securities and Exchange Commission, with full power
and authority to perform and do any and all acts and things
whatsoever which any such attorney or substitute may deem nec-
essary or advisable to be performed or done in connection with
any or all of the above-described matters, as fully as each of
the undersigned could do if personally present and acting,
hereby ratifying and approving all acts of any such attorney or
substitute.
Pursuant to the requirements of the Securities Act of
1933, as amended, this registration statement has been signed
below by the following persons in the capacities and on the
date indicated.<PAGE>
Signature Title Date
* Chairman and Director December 4, 1997
Richard A. Friedman
* Director December 4, 1997
Terence M. O'Toole
* Director December 4, 1997
Peter M. Sacerdote
* President, Chief Executive December 4, 1997
Douglas J. Stanard Officer and Director
* Executive Vice President, December 4, 1997
Stephen E. Hare Chief Financial Officer,
and Treasurer (Principal
Financial Officer and
Principal Accounting
Officer) and Director
* Director December 4, 1997
Charles M. Diker
* Director December 4, 1997
Paul B. Edgerley
* Director December 4, 1997
Howard A. Lipson
* Director December 4, 1997
Thomas R. Wall IV
*By:/s/ Douglas J. Stanard
Attorney-in-Fact<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4 AMF Bowling, Inc. 1996 Stock Incentive
Plan (incorporated by reference to Ex-
hibit 10.3 to the Registration Statement
on Form S-4 of AMF Bowling Worldwide,
Inc. (formerly AMF Group Inc.)
(Registration No. 333-4877)).
5 Opinion of Wachtell, Lipton, Rosen & Katz
as to the legality of securities to be
issued.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Todres & Sheiffer.
23.4 Consent of Wachtell, Lipton, Rosen & Katz
(contained in the opinion of counsel
filed as Exhibit 5).
24 Powers of Attorney (included on Signature
Page).
EXHIBIT 5
[Letterhead of Wachtell, Lipton, Rosen & Katz]
December 9, 1997
Ladies and Gentlemen:
With reference to the registration statement on Form
S-8 which AMF Bowling, Inc. (the "Company") proposes to file
with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended, registering 1,767,151
shares of common stock, par value $.01 per share, of the Com-
pany (the "Shares") which may be offered and sold by the Com-
pany under the AMF Bowling, Inc. 1996 Stock Incentive Plan (the
"Plan"), which Shares, under the terms of the Plan may be au-
thorized and unissued shares or may be treasury shares, we are
of the opinion that:
1. the Company is a corporation duly organized, validly ex-
isting and in good standing under the laws of the State of
Delaware; and
2. all proper corporate proceedings have been taken so that
any Shares to be offered and sold which are of original
issuance, upon sale and payment therefor in accordance
with the Plan and the resolutions of the Board of Direc-
tors relating to the offering and sale of common shares
thereunder, will be legally issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion with
the SEC in connection with the registration statement referred
to above.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated February 28, 1997, included in AMF Bowling,
Inc.'s Form S-1 Registration Statement No. 333-34099, and to
all references to our Firm included in this Form S-8
Registration Statement.
ARTHUR ANDERSEN LLP
Richmond, Virginia
December 4, 1997
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of AMF Bowling, Inc. of our
report dated June 28, 1996, relating to the combined financial
statements of AMF Bowling Group, and our report dated January
23, 1996, relating to the consolidated financial statements of
Fair Lanes, Inc., appearing on pages F-47 and F-87,
respectively, in AMF Bowling, Inc.'s Registration Statement on
Form S-1 (No. 333-34099).
Price Waterhouse LLP
Norfolk, Virginia
December 4, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of
our report dated December 5, 1996, included in AMF Bowling,
Inc.'s Form S-1 Registration Statement No. 333-34099, and to
all references to our Firm included in this Form S-8
Registration Statement.
Todres & Sheiffer
Westbury, New York
December 5, 1997
