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As filed with the Securities and Exchange Commission on August 18,1998
Registration No. 333-61175
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
BRASS EAGLE INC.
(Exact name of registrant as specified in charter)
Delaware 71-0578572
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1203A North Sixth Street
Rogers, Arkansas 72756
(Address of principal executive offices) (Zip Code)
BRASS EAGLE INC.
Employee Stock Purchase Plan
Lynn Scott, President
Brass Eagle Inc.
1203A North Sixth Street
Rogers, Arkansas 72756
501-621-4390
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Paul B. Benham, III
Friday, Eldredge & Clark
400 West Capitol Avenue, Suite 2000
Little Rock, Arkansas 72201-3493
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PART II
Registrant hereby amends Item 3 to this Form S-8 to incorporate additional
documents by reference which inadvertently were not included in the initial
filing. Item 3, as amended, shall read as follows:
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Brass Eagle Inc. (the `Company') with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997; and
(ii) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1998 and June 30, 1998; and
(iii) The Company's Current Reports on Form 8-K dated April 24, 1998 and
May 19, 1998; and
(iv) The description of the Company's Common Stock contained in the
Registration Statement on Form 10, which became effective November
25, 1997 and any amendment or report filed for the purpose of
updating such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment 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 of such
documents.
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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 Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rogers, State of Arkansas, on the
18th day of August, 1998.
BRASS EAGLE INC.
/S/ E. Lynn Scott
E. LYNN SCOTT
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on the 18th day of August, 1998.
Signature Title Date
* President, Chief Executive August 18,1998
- --------------------- Officer and Director
E. Lynn Scott (Principal Executive Officer)
/s/ J. R. Brian Hanna Chief Financial Officer August 18,1998
- --------------------- (Principal Financial and
J.R. Brian Hanna Accounting Officer)
* Chairman of the Board of August 18,1998
- --------------------- Directors
Marvin W. Griffin
* Director August 18,1998
- ---------------------
Anthony J. Dowd
* Director August 18,1998
- ---------------------
Stephen J. Schaubert
* Director August 18,1998
- ---------------------
H. Gregory Wold
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*By:
/s/ J. R. Brian Hanna
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Attorney-in-Fact
J. R. Brian Hanna, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above pursuant to powers of attorney
duly executed by such persons, filed or to be filed with the Securities and
Exchange Commission as supplemental information.
