SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMRESCO, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 59-1781257
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1845 Woodall Rodgers Freeway, Suite 1700
Dallas, Texas 75201
(Address and Zip Code of Principal Executive Offices)
AMRESCO, INC.
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
L. Keith Blackwell, Esquire
General Counsel and Secretary
AMRESCO, INC.
1845 Woodall Rodgers Freeway, Suite 1700, Dallas, Texas 75201
(214) 953-7700
(Name, Address and Telephone Number, Including Area Code, of Agent for
Service)
Copies to: David A. Stockton, Esquire
KILPATRICK & CODY
1100 Peachtree Street, Atlanta, Georgia 30309-4530
(404) 815-6500
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum
Shares Offering Aggregate Amount of
Title of Securities to be to be Price<F1> Offering Registra-
Registered Registered Per Unit Price tion fee
<S> <C> <C> <C> <C>
Common Stock, par value 300,000 $7.00 $2,100,000 $725
$.05 per share
<FN>
<F1> Determined in accordance with Rule 457(h) under the Securities
Act of 1933, based on $7.00, the average of the high and low sale prices
quoted on the NASDAQ National Market System on April 10, 1995.
</FN>
</TABLE>
Total Number of Sequential Pages: 10
Exhibit Index Appears on Sequential Page: 8
Page 1
<PAGE>
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 Registrant's Annual Report on Form 10-K for its fiscal year
ended December 31, 1994.
(2) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1994.
(3) The description of Common Stock contained in the Registrant's
Registration Statement on Form 8-A, 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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's bylaws and certificate of incorporation obligate the
Registrant to indemnify its directors and officers to the fullest extent
provided by law. Section 145 of the Delaware General Corporation Law
("Section 145") generally provides that a director or officer of a
corporation: (i) shall be indemnified by the corporation for expenses in
defense of any action or proceeding in connection with his service to the
corporation, if he is successful in defense of the claims made against him;
(ii) may, in actions other than "derivative" and similar actions, be
indemnified for expenses, judgements and settlements even if he is not
successful on the merits, if he acted in good faith and if he believed he
was acting in the best interests of the corporation or in a manner not
opposed to the corporation (or in a criminal proceeding, if he reasonably
believed his conduct was not unlawful); and (iii) may be indemnified by the
corporation for expenses (but not judgments or settlements) of any action
by the corporation or of a derivative action (such as a suit by a
shareholder alleging a breach by a director or officer of a duty owned to
the corporation), even if he is not successful, provided that he acted in
good faith and believed he was acting in the best interests of the
corporation or in a manner not opposed to the corporation; provided that no
indemnification is permitted without court approval if the director was
found to be liable to the corporation.
Before the permissive indemnification described in clauses (ii) and
(iii) above may be made pursuant to Section 145, either (i) a majority of a
quorum of disinterested directors, (ii) the stockholders or (iii) under
certain circumstances, independent legal counsel in a written opinion must
determine that indemnification is appropriate in the circumstances because
the applicable standards of conduct have been met.
Page 2
<PAGE>
The Registrant has entered into Indemnity Agreements with certain of its
directors and officers (the "Indemnified Parties"). Under the terms of the
Indemnity Agreements, the Registrant is required to indemnify the
Indemnified Parties against certain liabilities arising out of their
service for the Registrant or its subsidiaries. The Indemnity 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; (iii) to advance certain expenses incurred by an
Indemnified Party; and (iv) to contribute to the amount of expenses,
judgments, fines and settlements paid or payable by an Indemnified Party
when indemnification is unavailable (including instances in which
indemnification is found unlawful by a court of competent jurisdiction)
other than for the reasons expressed in the Indemnity Agreements. The
Indemnity Agreements provide limitations on the Indemnified Party's rights
to indemnification in certain circumstances. The Registrant may enter into
Indemnity Agreements providing similar rights to any future director,
officer or key employee of the Registrant or its subsidiaries.
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.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
Exhibit Number Description
4(a) Amended and Restated Certificate of Incorporation (included
as Exhibit 3(a) to the Registrant's Quarterly Report on Form
10-Q for the fiscal quarter ended July 31, 1986 previously
filed with the Commission and included herein by reference)
4(b) Certificate of Amendment of Amended and Restated Certificate
of Incorporation dated April 1, 1987 (included as Exhibit
3(b) to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1987 previously filed with
the Commission and included herein by reference)
4(c) Certificate of Amendment of Amended and Restated Certificate
of Incorporation dated March 29, 1989 (included as Exhibit
3(c) to the Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1989 previously filed with
the Commission and incorporated herein by reference)
4(d) Certificate of Amendment of Restated Certificate of
Incorporation dated December 30, 1993 (included as Exhibit
3(d) to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 previously filed with the
Commission and incorporated herein by reference)
Page 3
<PAGE>
4(e) Certificate of Amendment of Restated Certificate of
Incorporation dated May 23, 1994 (included as Exhibit 4(e) of
the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994 previously filed with the
Commission and incorporated herein by reference)
4(f) Amended and Restated Bylaws, amended as of May 23, 1995
(included as Exhibit 4(f) of the Registrant's Annual Report
on Form 10-K for the fiscal year ended December 31, 1994
previously filed with the Commission and incorporated herein
by reference)
5(a) & 23(a) Opinion and Consent of Counsel to Registrant*
23(b) Consent of Independent Auditors*
* Filed herewith.
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; and (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 are 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.
Page 4
<PAGE>
(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.
Page 5
<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 Dallas, State of Texas, on April
10, 1995.
AMRESCO, INC.
By: /S/ Robert H. Lutz, Jr.
Robert H. Lutz, Jr.
Chairman of the Board
POWER OF ATTORNEY
Each of the persons whose signature appears below hereby authorizes Robert
H. Lutz, Jr. and L. Keith Blackwell, Esq., and each of them, as attorneys-
in-fact, to sign in his name and on behalf individually and in each
capacity designated below, and to file, any amendments, including post-
effective amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/S/ Robert H. Lutz, Jr. Chairman of the Board 4/10/95
Robert H. Lutz, Jr.
/S/ Robert L. Adair III President, Chief Operating 4/10/95
Robert L. Adair III Officer and Director
/S/ Barry L. Edwards Executive Vice President, 4/10/95
Barry L. Edwards Treasurer and Chief
Financial Officer
/S/ Ronald B. Kirkland Controller and Chief 4/10/95
Ronald B. Kirkland Accounting Officer
/S/ James P. Cotton, Jr. Director 3/20/95
James P. Cotton, Jr.
/S/ Richard L. Cravey Director 4/10/95
Richard L. Cravey
/S/ Gerald E. Eickhoff Director 4/10/95
Gerald E. Eickhoff
/S/ William S. Green Director 4/10/95
William S. Green
/S/ Amy J. Jorgensen Director 3/22/95
Amy J. Jorgensen
Page 6
<PAGE>
/S/ John J. McDonough Director 3/21/95
John J. McDonough
/S/ Bruce W. Schnitzer Director 3/27/95
Bruce W. Schnitzer
Page 7
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
5(a) & 23(a) Opinion and Consent of Counsel to Registrant
23(b) Consent of Independent Auditors
Page 8
<PAGE>
April 10, 1995
AMRESCO, INC.
1845 Woodall Rodgers Freeway
Suite 1700
Dallas, Texas 75201
Re: Form S-8 Registration Statement --
AMRESCO, INC. 1995 Employee Stock Purchase Plan
Gentlemen:
I am the general counsel for AMRESCO, INC., a Delaware
corporation (the "Company"), and in that capacity participated in
the preparation of the referenced Form S-8 Registration Statement
relating to the Company's 1995 Employee Stock Purchase Plan (the
"Plan") and the proposed offer and sale pursuant thereto of up to
300,000 shares of the Company's common stock, par value $.05 per
share ("Common Stock"). In connection with the preparation of
said Registration Statement, I have examined certificates of
public officials and originals or copies of such corporate
records, documents and other instruments relating to the
authorization and issuance of such shares of Common Stock
pursuant to the Plan as I have deemed relevant under the
circumstances.
On the basis of the foregoing, it is my opinion that:
The Company was duly organized and incorporated and is
validly existing under the laws of the State of Delaware, with an
authorized capitalization consisting of 50,000,000 shares of
Common Stock and 5,000,000 shares of Preferred Stock, par value
$1.00 per share.
The proposed offer and sale pursuant to the Plan of up
to 300,000 shares of Common Stock have been duly authorized by
the Board of Directors of the Company, and such shares, when
issued in accordance with the terms and conditions of the Plan,
including receipt of stockholder approval, will be legally
issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit
to said Registration Statement.
Sincerely,
/S/ L. Keith Blackwell
L. Keith Blackwell
General Counsel, AMRESCO, INC.
Page 9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement of AMRESCO, INC. on Form S-8 of our
report dated February 6, 1995, incorporated by reference in
the Annual Report on Form 10-K of AMRESCO, INC. for the year
ended December 31, 1994.
DELOITTE & TOUCHE LLP
Dallas, Texas
April 11, 1995
Page 10
