<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
REGISTRATION NO. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
AMRESCO, INC.
(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. 1995 EMPLOYEE STOCK PURCHASE 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>
================================================================================================================================
PROPOSED PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) PRICE FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 0.05 par value 500,000 $6.32 $3,160,000 $879
================================================================================================================================
</TABLE>
(1) Determined in accordance with Rule 457(h), the registration fee is
based on the average of the high and low prices of the Registrant's Common Stock
reported on the Nasdaq National Market on November 3, 1998.
================================================================================
<PAGE> 2
INCORPORATION OF CONTENTS OF PRIOR
REGISTRATION STATEMENT
The contents of Registration Statement No. 033-58629 relating to the
AMRESCO, INC. 1995 Employee Stock Purchase Plan (the "Plan") filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
April 14, 1995, as amended by Post-Effective Amendment No. 1 to the Registration
Statement filed by the Registrant with the Commission on November 6, 1998 (the
"Prior Registration Statement"), are incorporated herein by reference pursuant
to General Instruction E to Form S-8. The purpose of this Registration Statement
is to register 500,000 additional shares of common stock, par value $0.05 per
share ("Common Stock"), of the Registrant for offer and sale pursuant to the
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 October 23, 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 8. EXHIBITS.
In addition to the exhibits filed with or incorporated by reference in
the Prior Registration Statement, the following documents are filed or
incorporated by reference as exhibits to this Registration Statement:
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- 2).
- ----------
*Filed herewith.
II-1
<PAGE> 3
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 28th day of October,
1998.
AMRESCO, INC.
By: /s/ L. KEITH BLACKWELL
-------------------------------------
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 or her true and lawful attorney with full power of substitution
to execute, deliver and file with the Securities and Exchange Commission, for
and on his or her behalf and in his or her 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 and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ROBERT H. LUTZ, JR. Chairman of the Board and October 28, 1998
- ------------------------------------------------- Chief Executive Officer
Robert H. Lutz, Jr.
Director, President and
- ------------------------------------------------- Chief Operating Officer
Robert L. Adair III
/s/ BARRY L. EDWARDS Executive Vice President and October 28, 1998
- ------------------------------------------------- Chief Financial Officer
Barry L. Edwards (Principal Financial Officer)
Director
- -------------------------------------------------
James P. Cotton, Jr.
/s/ RICHARD L. CRAVEY Director October 28, 1998
- -------------------------------------------------
Richard L. Cravey
/s/ GERALD E. EICKHOFF Director October 28, 1998
- -------------------------------------------------
Gerald E. Eickhoff
/s/ SIDNEY E. HARRIS Director October 28, 1998
- -------------------------------------------------
Sidney E. Harris
/s/ AMY J. JORGENSEN Director October 28, 1998
- -------------------------------------------------
Amy J. Jorgensen
/s/ BRUCE W. SCHNITZER Director October 28, 1998
- -------------------------------------------------
Bruce W. Schnitzer
/s/ RONALD B. KIRKLAND Vice President and Chief October 28, 1998
- ------------------------------------------------- Accounting Officer
Ronald B. Kirkland (Principal Accounting Officer)
</TABLE>
II-2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<S> <C>
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-2).
</TABLE>
- ----------
* Filed herewith.
<PAGE> 1
EXHIBIT 5.1
[AMRESCO, INC. Letterhead]
October 28, 1998
AMRESCO, INC.
700 North Pearl Street
Suite 2400, LB 342
Dallas, Texas 75201-7424
Re: Registration Statement on Form S-8 -- AMRESCO, INC. 1995
Employee Stock Purchase Plan
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 500,000 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. 1995 Employee Stock
Purchase 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 500,000
additional 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
-----------------------------------------
L. Keith Blackwell
General Counsel
<PAGE> 1
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 (except Note 15,
which is as of March 11, 1998) appearing in the Annual Report on Form 10-K of
AMRESCO, INC. for the year ended December 31, 1997
DELOITTE & TOUCHE LLP
Dallas, Texas
November 3, 1998
