As filed with the Securities and Exchange Commission on January 14,2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN COUNTRY HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0995978
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 N. LaSalle Street, Suite 1600
Chicago, Illinois 60601-1105
(Address of principal executive offices)
(312) 456-2000
(Registrant's telephone number)
AMERICAN COUNTRY HOLDINGS INC.
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MARTIN L. SOLOMON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN COUNTRY HOLDINGS INC.
222 N. LASALLE STREET, SUITE 1600
CHICAGO, ILLINOIS 60601-1105
(Name and address of agent for service)
(312) 456-2000
(Telephone number, including area code, of agent for service)
With a copy to:
STUART L. GOODMAN
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5711
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(1)
------------------------------------ ---------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share $1,500,000 $.88 $1,320,000 $348.48
Interests in the Plan (2) (2) (2) (2)
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based on $.88, the average of the high and low sales
prices of the Common Stock on the Nasdaq National Market
("NASDAQ") on January 12, 2000.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
American Country Holdings Inc. 2000 Employee Stock Purchase Plan
for which no separate fee is required.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by American Country
Holdings Inc. (the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999, June 30, 1999 and September
30, 1999; and
(c) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A,
filed with the Commission on November 23, 1993, as amended
by the description of the change in par value of the Common
Stock contained in the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, filed with
the Commission on November 14, 1997.
All documents subsequently filed by the Registrant and/or the
Plan 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 hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is empowered by Section 145 of the Delaware
General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in the defense of any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his or her being or having
been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a
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director, officer, employee or agent of another enterprise. The
statute provides that this indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
Article EIGHTH of the Registrant's Amended and Restated
Certificate of Incorporation and Article VII, Section 7 of the
Registrant's By-Laws, as amended, provide for indemnification of the
Registrant's directors, officers, agents and employees to the fullest
extent permissible under applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement.
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 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 a 20
percent 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;
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
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 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.
(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
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.
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 Chicago, State
of Illinois, on this 21st day of December, 1999.
AMERICAN COUNTRY HOLDINGS INC.
(Registrant)
By: /s/ Martin L. Solomon
-------------------------
Martin L. Solomon
Chairman of the Board,
President, Chief Executive
Officer and Director
Each person whose signature appears below hereby constitutes and
appoints Martin L. Solomon, the true and lawful attorney-in-fact and
agent of the undersigned, with full power of substitution and
resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission,
and hereby grants to such attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Martin L. Solomon Chairman of the Board, President, Chief December 21, 1999
--------------------------------- Executive Officer and Director
Martin L. Solomon (Principal Executive Officer)
/s/ Edwin W. Elder Director and Acting Treasurer/Controller December 21, 1999
--------------------------------- (Principal Financial Officer and
Edwin W. Elder Principal Accounting Officer)
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/s/ William J. Barrett Director December 21, 1999
--------------------------------
William J. Barrett
/s/ John G. McMillan Director December 21, 1999
--------------------------------
John G. McMillan
/s/ Wilmer J. Thomas, Jr. Director December 21, 1999
--------------------------------
Wilmer J. Thomas, Jr.
</TABLE>
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THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the 2000 Employee Stock Purchase Plan Committee, as
administrator for the Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois, on this
21st day of December, 1999.
AMERICAN COUNTRY HOLDINGS INC.
2000 EMPLOYEE STOCK PURCHASE PLAN COMMITTEE
By: /s/ William J. Barrett
----------------------------------------
William J. Barrett
Committee Member
/s/ Martin L. Solomon
----------------------------------------
Martin L. Solomon
Committee Member
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Schiff Hardin & Waite (contained in
its opinion filed as Exhibit 5).
24 Powers of Attorney (as set forth in the signature
pages hereto).
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SCHIFF HARDIN & WAITE
6600 Sears Tower, Chicago, Illinois 60606
(312) 258-5500
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EXHIBIT 5
January 13, 2000
VIA EDGAR
---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: AMERICAN COUNTRY HOLDINGS INC. -- REGISTRATION OF
COMMON STOCK, PAR VALUE $.01 PER SHARE, ON FORM S-8
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Ladies and Gentlemen:
We have acted as counsel to American Country Holdings Inc., a
Delaware corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offer and sale by the Company of 1,500,000
shares of its common stock, $.01 par value (the "Common Stock") as
more fully described in the Registration Statement, through the
American Country Holdings Inc. 2000 Employee Stock Purchase Plan (the
"Plan").
In this connection, we have examined such documents and have made
such factual and legal investigations as we have deemed necessary or
appropriate in order to enable us to render the opinion contained
herein.
Based on the foregoing, it is our opinion that the Common Stock
has been duly authorized and, when issued upon payment therefor, as
contemplated in the Registration Statement and the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Stuart L. Goodman
-------------------------------
-
Stuart L. Goodman
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EXHIBIT 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29,
1999 relating to the financial statements, which appears in the
American Country Holdings Inc. Annual Report on Form 10-K for the year
ended December 31, 1998. We also consent to the incorporation by
reference of our report dated January 29, 1999 relating to the
financial statement schedules, which appears in such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
----------------------------------
PricewaterhouseCoopers LLP
January 14, 2000
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