As filed with the Securities and Exchange Commission on April 19, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERRY LAND PROPERTIES, INC.
(Exact name of registrant as specified in its charter)
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GEORGIA 58-2412761
<S> <C>
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
624 ELLIS STREET
AUGUSTA, GEORGIA 30901
(Address of principal executive offices) (Zip Code)
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MERRY LAND PROPERTIES, INC. DIRECTORS STOCK COMPENSATION PLAN
(Full title of plan)
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<CAPTION>
(Name, address and telephone
number of agent for service:)
<S> <C>
MARK S. BURGREEN, ESQUIRE
Hull, Towill, Norman, Barrett & Salley, P.C.
801 Broad Street, 7{TH} FLOOR
Augusta, Georgia 30901
(706) 828-2009
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CALCULATION OF REGISTRATION FEE
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===============================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
To be Offering Aggregate Registration
TITLE OF SECURITIES TO BE Registered Price Per Unit(2) Offering Price(2) Fee
REGISTERED
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 25,000 (1) $5.25 $131,250 $40
===============================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h). The proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the high and low prices of Merry
Land Properties, Inc. Common Stock reported on the Nasdaq SmallCap Market on
April 12, 1999 (i.e., $5.25).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein
by reference:
(a) Registration Statement on Form 10 filed September 4, 1998, as
amended (SEC File No. 001-14453);
(b) Annual Report on Form 10-K filed March 31, 1999;
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), since
the end of the fiscal year covered by the document referred to in
(b) above; and
(d) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the Registrant
under the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
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 have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Georgia Business Corporation Code ("GBCC") permits a Georgia
corporation to include in its articles of incorporation and the Registrant's
Articles contain a provision limiting the liability of its directors and
officers to the corporation and its stockholders for money damages except for
liability resulting from (a) any appropriation, in violation of his duties, of
any business opportunity of the corporation; (b) acts or omissions which
involve intentional misconduct or a knowing violation of law; (c) liabilities
of a director for unlawful distributions to shareholders when the director did
not prudently perform his duties in good faith in the best interests of the
corporation; or (d) any transaction, whether or not involving action in the
director's official capacity, from which the director derived a personal
benefit that is determined by the corporation (or, if necessary, by the courts)
to be improper. Pursuant to the Registrant's Articles, the Registrant shall
indemnify its directors and officers, whether serving the Registrant or at its
request any other entity, to the full extent required or permitted by the GBCC
now in force, including the advance of expenses to the full extent permitted by
law. This indemnification and advancement of expenses shall continue to a
person who has ceased to be a director or officer, unless otherwise provided
when a director's or officer's term is terminated.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of exhibits is set forth on the Exhibit Index which immediately
precedes the exhibits and which is incorporated by reference herein.
ITEM 9. UNDERTAKINGS.
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 of 1933;
(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 this 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.
Paragraphs (l)(i) and (l)(ii) above 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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this 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.
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 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.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Augusta, State of Georgia, on the 19th day of
April, 1999.
MERRY LAND PROPERTIES, INC.
By: /s/ W. Tennent Houston
----------------------
W. TENNENT HOUSTON
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ W. Tennent Houston
- ---------------------- Chairman of the Board and Chief Executive April 19, 1999
W. Tennent Houston Officer
(Principal Executive Officer)
/s/ Michael N. Thompson
- ----------------------- Director, President and Chief Operating April 19, 1999
Michael N. Thompson Officer
/s/ Dorrie E. Green
- ------------------- Vice President and Chief Financial Officer April 19, 1999
Dorrie E. Green (Principal Financial Officer and
Principal Accounting Officer)
/s/ Boone A. Knox
- ----------------- Director April 19, 1999
Boone A. Knox
/s/ David W. Cobb
- ----------------- Director April 19, 1999
David W. Cobb
/s/ Stewart R. Speed
- -------------------- Director April 19, 1999
Stewart R. Speed
</TABLE>
/s/ W. Tennent Houston
- ---------------------- For Himself and as
W. Tennent Houston Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
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4.1 Articles of Incorporation (incorporated by reference from
Exhibit 3.i of the Company's Annual Report on Form 10-K --
filed March 31, 1999
4.2 By-Laws (incorporated by reference from Exhibit 3.ii of
the Company's Annual Report on Form 10-K filed March 31, --
1999
4.3 Directors Stock Compensation Plan 7
5.0 Opinion of Hull, Towill, Norman, Barrett & Salley, P.C.,
counsel for the Registrant, regarding the legal validity 11
of the shares of Common Stock being registered for
issuance under the Plan
23.1 Consent of Counsel (contained in Exhibit 5.0) --
23.2 Consent of Independent Public Accountants 12
24.0 Power of Attorney 13
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<PAGE>
EXHIBIT 4.3
MERRY LAND PROPERTIES, INC.
DIRECTORS STOCK COMPENSATION PLAN
WHEREAS, Merry Land Properties, Inc. ("Merry Land") desires to adopt
this Merry Land Properties, Inc. Directors Stock Compensation Plan (the
"Plan") and to subject 25,000 shares of Merry Land Common Stock to the Plan
by adopting this Plan with respect to such Common Stock;
NOW, THEREFORE, Merry Land hereby adopts the following Plan:
1. PURPOSE
a. This Plan is intended as compensation and as a performance
incentive and to encourage the continued support, loyalty and
services of the Board of Directors of Merry Land and other
subsidiary or affiliated corporations or entities (the
"Subsidiaries"), so that the director to whom an award (the
"Award") is granted (the "Participant") may acquire or increase
his or her proprietary interest in the success of Merry Land and
the Subsidiaries. The Plan is further intended to closely
associate the interests of Merry Land's Board of Directors with
the shareholders by reinforcing the relationship between
Participants' rewards and shareholders' gains.
b. Awards shall be designated as Stock Compensation Payments.
2. ADMINISTRATION
a. The Plan shall be administered by the Board of Directors of Merry
Land (the "Directors"). A majority vote of the Directors shall be
required for all of their actions.
b. The Directors shall have the power, subject to, and within the
limits of, the express provisions of the Plan:
i. To determine from time to time which Directors are eligible
persons and which of the eligible persons shall be granted
Awards under the Plan, and the time or times when, and the
number of shares for which, an Award shall be granted to
such person;
ii. To prescribe the other terms and provisions (which need not
be identical) of each Award granted under the Plan to
eligible persons;
iii. To construe and interpret the Plan and Awards granted under
it, and to establish, amend, and revoke rules and
regulations for administration. The Directors, in the
exercise of this power, may correct any defect, or supply
any omission, or reconcile any inconsistency in the Plan, or
in any Award agreement, in the manner and to the extent they
shall deem necessary or expedient to make the Plan fully
effective. In exercising this power, the Directors may
retain counsel at the expense of Merry Land. All decisions
and determinations by the Directors in exercising this power
shall be final and binding upon Merry Land, the
Subsidiaries, and the Participants; and
iv. Generally, to exercise such powers and to perform such acts
as are deemed necessary or expedient to promote the best
interests of Merry Land and the Subsidiaries with respect to
the Plan.
3. STOCK
The stock subject to the Awards shall be shares of Merry Land's
authorized but unissued common stock, no par value per share (the "Common
Stock "). The number of shares for which Awards may be granted shall not
exceed 25,000 shares of Common Stock.
4. ELIGIBILITY
The persons who shall be eligible to receive Awards shall be members
of the Board of Directors of Merry Land who are not full-time employees of
Merry Land or the Subsidiaries. A Participant may receive more than one
Award. No Participant may receive Awards with respect to more than 5,000
shares of Common Stock in any calendar year.
5. STOCK COMPENSATION PAYMENTS
Participants may be granted unrestricted Awards of Common Stock in
consideration for their services as a director from time to time at the
discretion of the Directors. Directors shall be fully vested in the Common
Stock immediately upon receipt of the Award.
6. AMENDMENT OF THE PLAN
The Board of Directors, at any time, and from time to time, may amend
the Plan, subject to any required regulatory approval.
7. EFFECTIVENESS OF THE PLAN
This Plan shall become effective upon its adoption by the Board of
Directors. The Board of Directors at any time may terminate or suspend the
Plan. The Plan shall terminate after Awards have been granted for all of
the Common Stock subject to the Plan. Unless sooner terminated, the Plan
shall terminate on the tenth anniversary of the effective date.
Termination of the Plan shall not affect any Award theretofore granted. An
Award may not be granted while the Plan is suspended or after it is
terminated.
8. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan by the Board of Directors shall not be
construed as creating any limitations on the power of the Board of
Directors to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of Awards otherwise
than under the Plan, and such arrangements may be either applicable
generally or only in specific cases. The adoption of this Plan shall not
terminate or have any effect on any prior or existing stock loan plan.
9. MANNER OF GRANT OF AWARDS
Nothing contained in this Plan or in any resolution heretofore or
hereafter adopted by the Board of Directors or any committee or by the
stockholders of Merry Land with respect to this Plan shall constitute the
granting of an Award under the Plan. The granting of an Award under this
Plan shall be deemed to occur only upon the effective date for which the
Directors shall approve the grant of such Award under Section 2 hereof .
10. SECURITIES LAWS
All Awards shall be subject to any provision necessary to assure
compliance with federal and state securities laws. Unless otherwise
advised by counsel to Merry Land, (i) each Award shall contain
Participant's acknowledgement that neither the Award nor the securities
subject to the Award have been registered under any state or federal
securities law, (ii) Participant agrees that the Award may not be exercised
unless he or she is able and willing to represent in writing to Merry Land
that the securities subject to the Award are being acquired by Participant
for his or her own account and without a view to the further distribution
of such securities, and (iii) a legend reading substantially as follows
shall be placed on the certificate(s) representing the securities:
"These securities have not been registered under the
Securities Act of 1933 nor under any state securities
law and may not be offered or sold or transferred in
the absence of an effective registration statement
under the Securities Act or under any applicable state
act or an opinion of counsel satisfactory to the
Corporation that such registration is not required."
The transfer agent shall also be instructed to refuse to transfer the
securities unless the legend has been complied with.
11. TAX WITHHOLDING
Merry Land or a Subsidiary shall have the right to deduct or otherwise
effect a withholding of any amount required by federal or state laws to be
withheld with respect to the grant or exercise of any Award.
12. CONTINUATION OF DIRECTORSHIP
Nothing contained in this Plan (or in any written Award agreement)
shall obligate Merry Land or any Subsidiary to continue to elect or retain
as a Director, for any period, a Participant to whom an Award has been
granted, or interfere with the right of Merry Land or any Subsidiary to
reduce such Director's compensation.
13. EXCULPATION AND INDEMNIFICATION
Merry Land shall indemnify and hold harmless the members of the Board
of Directors acting in accordance with Section 2, from and against any and
all liabilities, costs, and expenses incurred by such persons as a result
of any act, or omission to act, in connection with the performance of such
persons' duties, responsibilities, and obligations under this Plan, other
than such liabilities, costs and expenses as may result from the
negligence, gross negligence, bad faith, willful misconduct, or criminal
acts of such persons.
<PAGE>
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EXHIBIT 5.0
<S> <C>
HULL, TOWILL, NORMAN, BARRETT & SALLEY, P.C.
801 BROAD STREET, 7{TH} FLOOR
TRUST COMPANY BANK BUILDING
AUGUSTA, GEORGIA 30901
706-828-2009
April 19, 1999
</TABLE>
Merry Land Properties, Inc.
624 Ellis Street
Augusta, Georgia 30901
Re: Registration with the Securities and Exchange Commission of
500,000 Shares of Common Stock of Merry Land Properties, Inc.
Ladies and Gentlemen:
We have acted as counsel to Merry Land Properties, Inc., a Georgia
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission of a registration statement on Form S-8
(the "Registration Statement") registering 500,000 shares of Common Stock, no
par value (the "Plan Shares"), issuable pursuant to awards granted under the
Company's 1998 Management Incentive Plan (the "Plan").
We have examined copies of the Company's Articles of Incorporation, By-
Laws, the Plan, all resolutions adopted by the Company's Board of Directors
relating to the reservation and issuance of the Plan Shares, and other records
and documents that we have deemed necessary for the purpose of this opinion.
We have also examined such other documents, papers, statutes and authorities as
we have deemed necessary to form a basis for this opinion. In our examination,
we have assumed, without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of the
aforesaid documents, the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as copies. As to various questions of fact material to this opinion, we
have relied on statements and certificates of officers and representatives of
the Company and others.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Georgia.
2. The Plan Shares issuable under the Plan have been duly authorized
and, when issued, delivered and paid for in accordance with the terms and
conditions of the Plan, will be validly issued, fully paid and non-
assessable.
The opinions set forth herein are limited to matters governed by the laws
of the State of Georgia and the Federal Laws of the United States of America,
and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement and to the reference to us under Item 5 of this
Registration Statement.
Very truly yours,
/s/ Hull, Towill, Norman, Barrett & Salley, P.C.
<PAGE>
EXHIBIT 23.2
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 January 27,
1999 included in Merry Land Properties, Inc.'s Form 10-K (SEC File No. 000-
29778) for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
Atlanta, Georgia
April 19, 1999
<PAGE>
EXHIBIT 24.0
MERRY LAND PROPERTIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and
officers of Merry Land Properties, Inc., a Georgia corporation, constitute and
appoint W. TENNENT HOUSTON, MICHAEL N. THOMPSON and MARK S. BURGREEN, or any of
them, the true and lawful agents and attorneys-in-fact of the undersigned with
full power and authority in said agents and attorneys-in-fact, and in any of
them, to sign for the undersigned in their respective names as directors and
officers of Merry Land Properties, Inc., its Registration Statement on Form S-
8, and any amendment (including post-effective amendments) or supplement
thereto, relating to the offer and sale of up to 500,000 shares of Common
Stock, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933. We hereby confirm all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
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SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ W. Tennent Houston
- ---------------------- Chairman of the Board and Chief Executive April 19, 1999
W. Tennent Houston Officer
(Principal Executive Officer)
/s/ Michael N. Thompson
- ----------------------- Director, President and Chief Operating April 19, 1999
Michael N. Thompson Officer
(Principal Financial Officer)
/s/ Dorrie E. Green
- ------------------- Vice President and Chief Financial Officer April 19, 1999
Dorrie E. Green (Principal Accounting Officer)
/s/ Boone A. Knox
- ----------------- Director April 19, 1999
Boone A. Knox
/s/ David W. Cobb
- ----------------- Director April 19, 1999
David W. Cobb
/s/ Stewart R. Speed
- -------------------- Director April 19, 1999
Stewart R. Speed
</TABLE>
