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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACR Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Texas
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(State or Other Jurisdiction of Incorporation or Organization)
74-2008473
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(I.R.S. Employer Identification No.)
3200 Wilcrest, Suite 440, Houston, Texas 77042
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(Address of Principal Executive Offices) (Zip Code)
ACR Group 401(k) Plan
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(Full Title of the Plan)
A. Stephen Trevino, 3200 Wilcrest, Suite 440, Houston, Texas 77042
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(Name and Address of Agent For Service)
(713) 780-8532
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
to be Registered (1) Price Per Offering Fee
Registered Share (2) Price (2)
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Common Stock,
$.01 per share 1,000,000 $ 0.75 $ 750,000 $ 258
par value shares
("Common Stock")
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(1) 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 employee benefit plan described herein.
(2) Pursuant to Rule 457(h), the registration fee is calculated on the basis of
the average of the high and low reported sales prices on the NASDAQ Small-
Cap Market on December 6, 2000.
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PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
Item 2. Registration Information and Employee Plan Annual Information.
Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities Act of
1933 is omitted from this registration statement in accordance with Rule 428
under the Securities Act of 1933 and the 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 with the Commission by ACR
Group, Inc. (the "Company" or the "registrant"), are incorporated herein by
reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
February 29, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the quarters ended
May 31, 2000 and August 31, 2000.
(c) The description of the Common Stock of the Company contained in its
registration statement on Form 8-A, Commission File No. 0-12490.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 subsequent to the date hereof
and 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 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.
Not applicable.
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Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act contains detailed
provisions for indemnification of directors and officers of Texas corporations
against any judgments, penalties, fines, settlements and reasonable expenses
which may be incurred in connection with any threatened, pending or completed
proceeding in which the director or officer is a named defendant or respondent.
The Company's Bylaws, as amended and restated, require the Company to indemnify
and advance expenses to the Company's directors and officers to the maximum
extent allowed by the Texas Business Corporation Act and expressly authorize the
Company to purchase directors and officers liability insurance.
The Articles of Incorporation of the Company, as amended and restated
(the "Articles"), expressly provide that no director of the Company shall be
personally liable to the Company or its shareholders for monetary damage for an
act or omission in the director's capacity as a director, except to the extent
otherwise expressly provided for by a statute of the State of Texas. The
Articles obligate the Company to indemnify its officers and directors against
any and all judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses incurred by that person to the full extent
permitted under Texas law.
Texas law also permits a corporation to purchase and maintain insurance
or another arrangement on behalf of any person who is or was a director or
officer against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person, whether or not the
corporation would have the power to indemnify him against that liability under
Article 2.02-1.
The above discussion of Article 2.02-1 of the Texas Business Corporation
Act and of the Company's Articles of Incorporation and Bylaws is not intended to
be exhaustive and is respectively qualified in its entirety by such statute and
Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen Common Stock Certificate. Incorporated by reference to
Exhibit 4.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1993.
5.1* Opinion of Robert D. Remy, legal counsel to the Company.
5.2 The Company undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely
manner and has made or will make all changes required by the IRS
in order to qualify the Plan.
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23.1* Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Robert D. Remy (contained in the opinion filed as
Exhibit 5.1).
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* 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 this
registration statement; and
(iii) to include any material information which respect
to the plan of distribution not previously
disclosed in this registration statement or any
material change to such information in this
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 and 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.
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(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
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 Houston, State of Texas, on this 7th day of December,
2000.
ACR GROUP, INC.
By: ALEX TREVINO, JR.
(Alex Trevino, Jr.,
President)
Pursuant to the requirement of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
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ALEX TREVINO, JR. Chairman of the Board December 7, 2000
(Alex Trevino, Jr.) of Directors, President and
Chief Executive Officer
(Principal executive officer)
ANTHONY R. MARESCA Director, Senior Vice President, December 7, 2000
(Anthony R. Maresca) Chief Financial Officer and
Treasurer (Principal financial
and accounting officer)
A. STEPHEN TREVINO Director December 7, 2000
(A. Stephen Trevino)
RONALD T. NIXON Director December 7, 2000
(Ronald T. Nixon)
ROLAND H. ST. CYR Director December 7, 2000
(Roland St. Cyr)
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