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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 24, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMRESCO, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 59-1781257
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
700 NORTH PEARL STREET, SUITE 2400,
LB 342, DALLAS, TX 75201
(Address of Principal Executive Offices) (Zip Code)
AMRESCO, INC. 1998 STOCK OPTION AND AWARD PLAN
(Full title of the plan)
L. KEITH BLACKWELL
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMRESCO, INC.
700 NORTH PEARL STREET, SUITE 2400,
LB 342, DALLAS, TX 75201
(Name and address of agent for service)
(214) 953-7700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================= =================== ====================== =========================== ==========================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE (1) PRICE FEE
<S> <C> <C> <C> <C>
- --------------------------------- ------------------- ---------------------- --------------------------- --------------------------
Common Stock, 0.05 par value 1,352,600 $29.9688 $40,535,798 $11,959
- --------------------------------- ------------------- ---------------------- --------------------------- --------------------------
Common Stock, $.05 par value 1,647,400 $19.7500 $32,536,150 $ 9,599
- --------------------------------- ------------------- ---------------------- --------------------------- --------------------------
Total 3,000,000 $73,071,948 $21,558
================================= =================== ====================== =========================== ==========================
</TABLE>
(1) Determined in accordance with Rule 457(h), the registration fee is
based on the average option price per share for shares presently subject to
options and, for those shares not presently subject to options, on the average
of the high and low prices of the Registrant's Common Stock reported on the
Nasdaq National Market on August 21, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by AMRESCO, INC. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (filed March 27, 1998; File No. 001-11599).
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 (filed May 5, 1998; File No. 001-11599).
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998 (filed August 14, 1998; File No. 001-11599).
(d) The Company's Current Report on Form 8-K dated August 19, 1998
(filed August 21, 1998; File No. 001-11599).
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the document incorporated pursuant to (a) above.
(f) The description of the common stock, $.05 par value per share (the
"Common Stock"), of the Company which is contained in the Company's Registration
Statement on Form 8-A dated May 28, 1997 (filed May 30, 1997; File No.
000-08630) filed under Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of the shares of Common Stock being registered hereby has
been passed upon for the Company by L. Keith Blackwell, General Counsel of the
Company. As of July 28, 1998, Mr. Blackwell owned beneficially 32,295 shares of
Common Stock (excluding 12,265 unvested shares allocated under the Company's
restricted stock plan) and held options to purchase 213,275 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, as amended (the
"Certificate"), and the Company's Amended and Restated Bylaws (the "Bylaws")
provide that the Company shall indemnify, to the full extent permitted by law,
any person against liabilities arising from their service as directors,
officers, employees or agents of the
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Company. Section 145 of the DGCL empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Section 145 also empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the Court of Chancery or the court in which
such action was brought shall determine that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnify for such
expenses which the court shall deem proper.
Section 145 further provides that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled, and that the corporation is empowered to
purchase and maintain insurance on behalf of a director or officer of the
corporation against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liabilities under
Section 145.
The Certificate and the Bylaws provide that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or
(iv) for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this provision related to director's
liability shall not adversely affect any right or protection of a director of
the Company existing immediately prior to such repeal or modification. Further,
if the DGCL shall be repealed or modified, the elimination of liability of a
director provided in the Certificate and the Bylaws shall be to the fullest
extent permitted by the DGCL as so amended.
The Company maintains insurance for its officers and directors which
provides for indemnification of officers and directors. The premiums for such
insurance are paid by the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 The Company's Restated Certificate of Incorporation, filed as Exhibit
3(a) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, which exhibit is incorporated herein by
reference.
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4.2 The Company's Amended and Restated Bylaws effective as of February 25,
1997, filed as Exhibit 3(b) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1996, which exhibit is
incorporated herein by reference.
4.3 AMRESCO, INC. 1998 Stock Option and Award Plan, filed as Exhibit 10 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, which exhibit is incorporated herein by reference.
5.1* Opinion of L. Keith Blackwell, General Counsel of the Company.
23.1* Consent of L. Keith Blackwell, contained in the opinion filed as
Exhibit 5.1.
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney of the Directors and certain Executive Officers of
the Company (contained on page II-5).
*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:
(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 the registration
statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
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 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective registration
statement; and
(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) of this section do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference 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.
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(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.
(h) 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.
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 24th day of August,
1998.
AMRESCO, INC.
By: /S/ L. KEITH BLACKWELL
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L. Keith Blackwell
Senior Vice President, General
Counsel and Secretary
Each person whose signature appears below does hereby make, constitute
and appoint Robert H. Lutz, Jr., Robert L. Adair III and L. Keith Blackwell and
each of them his true and lawful attorney with full power of substitution to
execute, deliver and file with the Securities and Exchange Commission, for and
on his behalf and in his capacity or capacities as stated above or below, any
amendment (including post-effective amendments) to the Registration Statement
with all exhibits thereto, making such changes in the Registration Statement as
the registrant deems appropriate.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 24th day of August, 1998:
<TABLE>
<CAPTION>
SIGNATURE TITLE
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<S> <C>
/S/ ROBERT H. LUTZ, JR. Chairman of the Board and
- ----------------------------------------- Chief Executive Officer
Robert H. Lutz, Jr.
/S/ ROBERT L. ADAIR III Director, President and
- ----------------------------------------- Chief Operating Officer
Robert L. Adair III
/S/ BARRY L. EDWARDS Executive Vice President and
- ----------------------------------------- Chief Financial Officer
Barry L. Edwards (Principal Financial Officer)
/S/ JAMES P. COTTON, JR. Director
- -----------------------------------------
James P. Cotton, Jr.
/S/ RICHARD L. CRAVEY Director
- -----------------------------------------
Richard L. Cravey
/S/ GERALD E. EICKHOFF Director
- -----------------------------------------
Gerald E. Eickhoff
/S/ SIDNEY E. HARRIS Director
- -----------------------------------------
Sidney E. Harris
/S/ AMY J. JORGENSEN Director
- -----------------------------------------
Amy J. Jorgensen
/S/ BRUCE W. SCHNITZER Director
- -----------------------------------------
Bruce W. Schnitzer
/S/ RONALD B. KIRKLAND Vice President and Chief
- ----------------------------------------- Accounting Officer
Ronald B. Kirkland (Principal Accounting Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
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<S> <C>
4.1 The Company's Restated Certificate of Incorporation, filed as
Exhibit 3(a) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997, which exhibit is
incorporated herein by reference.
4.2 The Company's Amended and Restated Bylaws effective as of
February 25, 1997, filed as Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1996, which exhibit is incorporated herein by reference.
4.3 AMRESCO, INC. 1998 Stock Option and Award Plan, filed as
Exhibit 10 to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1998, which exhibit is
incorporated herein by reference.
5.1* Opinion of L. Keith Blackwell, General Counsel of the Company.
23.1* Consent of L. Keith Blackwell, contained in the opinion filed
as Exhibit 5.1.
23.2* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney of the Directors and certain Executive
Officers of the Company (contained on page II-5).
</TABLE>
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* Filed herewith.
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EXHIBIT 5.1
August 24, 1998
AMRESCO, INC.
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201-7424
Re: Registration Statement on Form S-8 of AMRESCO, INC.
Gentlemen:
I have acted as counsel for AMRESCO, INC., a Delaware corporation (the
"Company"), in connection with the above referenced Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 3,000,000 shares of common stock, par value
$0.05 per share (the "Common Stock"), that may be offered and sold to the
employees of the Company pursuant to the AMRESCO, INC. 1998 Stock Option and
Award Plan (the "Plan"). This Opinion Letter is rendered pursuant to Item 8 of
Form S-8 and Item 601(b)(5) of Regulation S-K.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications and exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith.
Subject to the foregoing, I am of the opinion that the 3,000,000 shares
of Common Stock issuable under the Plan and covered by the Registration
Statement, when delivered to participants in accordance with the terms and
conditions of the Plan, will be legally and validly issued, fully paid and
nonassessable.
The opinion expressed herein is limited to the laws of the State of
Delaware as codified in the General Corporation Law of the State of Delaware.
This Opinion Letter is provided to you for your benefit and for the benefit of
the Commission, in each case, solely with regard to the Registration Statement,
may be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without the prior written consent of the undersigned.
I hereby consent to the filing of this Opinion Letter as an exhibit to
the Registration Statement and the use of my name wherever appearing in the
Registration Statement.
Very truly yours,
/s/ L. Keith Blackwell
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L. Keith Blackwell
General Counsel
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
AMRESCO, INC. on Form S-8 of our report dated February 2, 1998, appearing in
the Annual Report on Form 10-K of AMRESCO, INC. for the year ended December 31,
1997 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Dallas, Texas
August 24, 1998
