<PAGE> 1
<TABLE>
<S> <C>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 1996
REGISTRATION NO. 33-
====================================================================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-8
ON
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------
THE PARKWAY COMPANY
(Exact name of registrant as specified in its charter)
TEXAS 74-2123597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 948-4091
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
THE PARKWAY COMPANY 1994 STOCK OPTION PLAN
THE PARKWAY COMPANY 1991 INCENTIVE PLAN
THE PARKWAY COMPANY 1991 DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
STEVEN G. ROGERS, PRESIDENT
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 948-4091
(Address, including zip code, and telephone number, including area code, of agent for service)
--------------------------
Copies to:
JOSEPH P. KUBAREK, ESQ.
JAECKLE, FLEISCHMANN & MUGEL
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS
REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO A DIVIDEND OR INTEREST REINVESTMENT PLAN,
PLEASE CHECK THE FOLLOWING BOX. [ ]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE
415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN THE SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT
PLANS, CHECK THE FOLLOWING BOX. [ ]
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF EACH CLASS
OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED* PRICE PER UNIT** OFFERING PRICE** REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SHARES OF COMMON STOCK,
$1.00 PAR VALUE PER SHARE 296,269 SHARES $19.25 $5,703,178.25 $1,966.61
====================================================================================================================================
<FN>
* 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 PLANS DESCRIBED HEREIN.
** ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE ON THE BASIS OF THE AVERAGE OF THE CLOSING
PRICES, AS REPORTED ON THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. NATIONAL MARKET SYSTEM, OF THE SHARES
OF COMMON STOCK, ON JANUARY 18, 1996.
====================================================================================================================================
</TABLE>
<PAGE> 2
THE PARKWAY COMPANY
CROSS REFERENCE SHEET SHOWING THE LOCATION
IN THE PROSPECTUS OF THE INFORMATION
REQUIRED BY PART I OF FORM S-3
<TABLE>
<CAPTION>
ITEM OF PART I OF FORM S-3 HEADINGS IN PROSPECTUS
-------------------------- ----------------------
<S> <C> <C>
1. Forepart of the Registration Statement Forepart and Outside Front Cover Page
and Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page; Available
Prospectus Information; Incorporation of Documents by
Reference
3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable - See Cover Page of Prospectus
5. Determination of Offering Price Cover Page
6. Dilution Not Applicable
7. Selling Security Holders Selling Shareholders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Plan of Distribution; Description of Capital
Stock
10. Interests of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Incorporation of Documents by Reference
13. Disclosure of Commission Position on Indemnification of Directors and Officers
Indemnification for Securities Act Liabilities
ii
</TABLE>
<PAGE> 3
PART I
In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified by Part 1 of Form S-8 has been omitted from this Registration
Statement on Form S-8 on Form S-3 for offers of shares of common stock of The
Parkway Company pursuant to the benefit plans referred to herein. The
documents containing the information required by Part I of the Registration
Statement will be sent or given to the plan participants. The prospectus filed
as part of this Registration Statement has been prepared in accordance with the
requirements of Form S-3 and may be used for reofferings and resales of
unregistered shares of common stock acquired pursuant to the benefit plans
referred to herein and for the reofferings and resales of registered shares of
common stock of The Parkway Company which may be issued in the future upon the
exercise of options granted under the benefit plans referred to herein
(hereinafter such prospectus will be referred to as the "Prospectus").
iii
<PAGE> 4
THE PARKWAY COMPANY
RESALE PROSPECTUS
This Prospectus is being used in connection with the offering from
time to time by certain shareholders (the "Selling Shareholders") of The
Parkway Company ("Parkway"), of shares of common stock, $1.00 par value per
share ("Shares"), of Parkway which may be acquired upon the exercise of stock
options pursuant to The Parkway Company 1994 Stock Option Plan (the "1994
Plan") and The Parkway Company 1991 Directors Stock Option Plan (the "1991
Option Plan"), and Shares previously acquired upon the exercise of stock
options pursuant to The Parkway Company 1991 Incentive Plan (the "1991
Incentive Plan"), (collectively, the 1994 Plan, the 1991 Incentive Plan and the
1991 Option Plan are referred to herein as the "Plans"). Parkway will receive
no proceeds from the sale by the Selling Shareholders of the Shares.
The Shares issuable upon exercise of the options covered by the Plans
may be sold from time to time by the Selling Shareholders or by pledgees,
donees, transferees or other successors in interest. Such sales may be made on
the National Association of Securities Dealers, Inc. National Market System
("NASDAQ NMS") at prices and at terms then prevailing or at prices related to
the then current market price, or in negotiated transactions. All discounts,
commissions or fees incurred in connection with the sale of the Shares offered
hereby will be paid by the Selling Shareholders or by the purchasers of the
Shares, except that the expenses of preparing and filing this Prospectus and
the related Registration Statement with the Securities and Exchange Commission
(the "Commission"), and of registering or qualifying the Shares will be paid by
Parkway.
The Shares of Parkway are listed on the NASDAQ NMS under the symbol
"PKWY." The closing price of Parkway's Shares as reported on the NASDAQ NMS on
January 18, 1996 was $19.25.
_______________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________________
SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THE SHARES OF
COMMON STOCK OFFERED HEREBY.
_____________________________
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK
HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
_____________________________
The date of this Prospectus is January 19, 1996.
iv
<PAGE> 5
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by Parkway or the
Selling Shareholders. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any security other than the Shares offered by
this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any Shares offered hereby to any person in any jurisdiction
where it is unlawful to make such an offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that information contained herein is
correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
Parkway is subject to the information requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Reports, proxy statements and other information filed by Parkway
can be inspected and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the Commission's Regional Offices at 7 World Trade Center, 13th Floor, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661 and copies of such material can be obtained
at prescribed rates from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The Shares are listed
on the NASDAQ NMS, 1735 K Street, N.W., Washington, D.C. 20006 and reports,
proxy statements and other information filed by Parkway can be inspected at the
library of such exchange.
In addition, Parkway will provide without charge to each person to
whom this Prospectus is delivered, upon either the written or oral request of
such person, the Annual Report to Shareholders for Parkway's latest fiscal year
and a copy of any or all of the documents incorporated herein by reference
other than exhibits to such documents. See "Incorporation of Documents By
Reference." Such requests should be directed to Parkway's Secretary, The
Parkway Company, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201-2195, telephone number (601) 948-4091.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
(i) Parkway's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1994;
v
<PAGE> 6
(ii) Parkway's Quarterly Report on Form 10-QSB for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30,
1995;
(iii) Parkway's Form 10-QSB/A (Amendment No. 1 to Form 10-QSB for
the quarter ended March 31, 1995) dated May 15, 1995; and
(iv) All other reports filed with the Commission by Parkway
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1994 and prior to the date of this Prospectus.
All documents filed by Parkway pursuant to Sections 13, 14 or 15(d) of
the Exchange Act, after the date hereof and before the termination of the
offering shall be deemed incorporated by reference into this Prospectus and to
be a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any
subsequently filed document which also is or is deemed to be incorporated by
reference, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
vi
<PAGE> 7
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Description Page
- ----------- ----
<S> <C>
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . 7
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Indemnification of Directors and Officers . . . . . . . . . . . . . . . . 8
</TABLE>
vii
<PAGE> 8
THE COMPANY
Parkway is a Texas corporation engaged in the real estate business.
Parkway's investment strategy involves acquiring equity positions in private or
publicly traded real estate companies which may or may not result in mergers or
acquisitions. Parkway also invests directly in real property in the form of
equity ownership or mortgages. However, Parkway seeks to control its
investments by owning substantially all of the investment and avoids
investments directly in real property that result in a minority interest.
Parkway owns equity interests in various properties, including eight office
buildings, two apartment complexes, a shopping center, developed lots
surrounding a member-owned country club and other improved and unimproved land.
A significant portion of Parkway's assets consists of notes receivable and
mortgage investments. Parkway also has stockholdings in several real estate
companies.
The principal executive offices of Parkway are located at 300 One
Jackson Place, 188 East Capitol Street, Jackson, Mississippi 39201- 2195, and
its telephone number is (601) 948-4091.
RISK FACTORS
There are certain risks inherent in the ownership of real estate and
the securities of companies that own real estate. These risks include, among
others: adverse changes in general or local economic conditions; adverse
changes in interest rates and in the availability of permanent mortgage funds
which may render the acquisition, sale or refinancing of properties difficult
or unattractive; existing laws, rules and regulations and judicial decisions
regarding liability for a variety of potential problems related to real estate
generally; adverse changes in real estate, zoning, environmental or land-use
laws; increases in real property taxes and federal or local economic or rent
controls; other governmental rules; increases in operating costs and the need
for additional capital and tenant improvements; the supply of and demand for
properties; possible insolvencies and other material defaults by tenants;
overbuilding in certain markets; ability to obtain or maintain full occupancy
of properties or to provide for adequate maintenance or insurance; the presence
of hazardous waste materials; mechanics liens resulting from construction;
property related claims and litigation; fiscal policies; and acts of God. The
illiquidity of real estate investments generally impairs the ability of real
estate owners to respond quickly to changed circumstances.
SELLING SHAREHOLDERS
The following table sets forth the name of each Selling Shareholder
under the Plans, his or her position(s) with Parkway during the past three
years, the number of Shares of each Selling Shareholder (i) owned of record as
of December 18, 1995; (ii) which are registered
<PAGE> 9
hereunder; and (iii) the number of Shares to be owned by each such Selling
Shareholder assuming the exercise of all options granted under the Plans and
the sale of all Shares acquired upon the exercise of such options. There can
be no assurance that any of the Selling Shareholders will offer for sale or
sell any or all of the Shares offered by them pursuant to this Prospectus.
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Number of 1994 Number of 1991 Number of 1991 Owned Assuming
Name and Position Held with Owned as of Plan Shares to Incentive Plan Option Plan Shares Sale of Shares
Parkway For the Past 3 Years December 18, 1995 be Registered Shares to be to be Registered Registered
Registered Hereunder
- ---------------------------- ----------------- --------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Leland R. Speed 101,129 21,125 9,438 0 91,691
Director and Chief
Executive Officer
Steven G. Rogers 43,000(1) 49,594 13,662 0 21,596
President since 1993 and
Senior Vice President until
1993
Sarah P. Clark 600 11,829 600 0 0
Vice President, Chief
Financial Officer and
Secretary since January 1,
1995, Vice President and
Assistant Secretary until
January 1, 1995
David H. Hoster II 14,155 7,500 996 0 13,159
Executive Vice President
until December 31, 1994
N. Keith McKey 9,920 15,000 650 0 9,270
Executive Vice President,
Chief Financial Officer and
Secretary until December
31, 1994
Regina Shows 0 5,000 0 0 0
Controller
____________________
<FN>
1 Includes 7,742 Shares received pursuant to the exercise of 1994 Plan Shares.
</TABLE>
2
<PAGE> 10
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Number of 1994 Number of 1991 Number of 1991 Owned Assuming
Name and Position Held with Owned as of Plan Shares to Incentive Plan Option Plan Shares Sale of Shares
Parkway For the Past 3 Years December 18, 1995 be Registered Shares to be to be Registered Registered
Registered Hereunder
- ---------------------------- ----------------- --------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Glen Mitchel Mattingly 3,958 10,000 0 0 3,958
President of Parkway Texas,
Inc.
James Ingram 400 10,000 400 0 0
Vice President since 1995,
Asset Manager until 1995
David Fowler 674 6,250 600 0 74
Vice President of EB, Inc.
since 1995, Asset Manager
until 1995
Susan Egger 0 3,125 0 0 0
Assistant Controller
Lisa McCary 50 3,125 0 0 50
Asset Manager
Warren Speed 5,929 3,129 0 0 5,929
Asset Manager
Jack Sullenberger 0 4,375 0 0 0
Asset Manager
Terry Lavery 0 2,500 0 0 0
Asset Manager
since 1995
Ann Holland 0 1,000 0 0 0
Mortgage Administrator
since 1995
Rita Jordan 0 1,250 0 0 0
Administrative Assistant
Bonnie Bevelo 0 1,250 0 0 0
Administrative Assistant
</TABLE>
3
<PAGE> 11
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Number of 1994 Number of 1991 Number of 1991 Owned Assuming
Name and Position Held with Owned as of Plan Shares to Incentive Plan Option Plan Shares Sale of Shares
Parkway For the Past 3 Years December 18, 1995 be Registered Shares to be to be Registered Registered
Registered Hereunder
- ---------------------------- ----------------- --------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Stephanie Pitts 0 1,250 0 0 0
Cash Management
Linda DeCarlo 0 1,250 0 0 0
Administrative Assistant
Mike Mims 0 625 0 0 0
Building Supervisor
Bobby Neighbors 0 625 0 0 0
Building Supervisor
Calvin Rippy 0 625 0 0 0
Building Supervisor
June Dumas 0 1,000 0 0 0
Administrative Assistant
Shannon Dumas 0 500 0 0 0
Runner
Katie Segrest 0 1,000 0 0 0
Accountant
Lisa Moore 0 1,000 0 0 0
Accounts Payable
Holly Mlinek 0 1,000 0 0 0
Administrative Assistant
Wendi Frank 0 1,000 0 0 0
Administrative Assistant
Tasha Byrd 0 1,000 0 0 0
Administrative Assistant
Dawn Killen 0 1,000 0 0 0
Administrative Assistant
</TABLE>
4
<PAGE> 12
<TABLE>
<CAPTION>
Number of Shares
Number of Shares Number of 1994 Number of 1991 Number of 1991 Owned Assuming
Name and Position Held with Owned as of Plan Shares to Incentive Plan Option Plan Shares Sale of Shares
Parkway For the Past 3 Years December 18, 1995 be Registered Shares to be to be Registered Registered
Registered Hereunder
- ---------------------------- ----------------- --------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Brad Hinton 0 500 0 0 0
Building Supervisor
Clifton Hogan 0 500 0 0 0
Building Supervisor
Angela Luna 0 500 0 0 0
Receptionist
Amy Johnson 0 500 0 0 0
Runner
H.C. Bailey, Jr. 22,587 0 0 8,000 22,587
Director
George R. Farish 7,401(2) 0 0 8,000 2,401
Director
B. Pat Green, Jr. 10,100 0 0 8,000 10,100
Director
C. Herbert Magruder 26,184 0 0 8,000 26,184
Director
W. Lincoln Mossop, Jr. 5,936 0 0 8,000 3,936
Director
Sidney W. Lassen 5,872 0 0 8,000 5,872
Director
Joe F. Lynch 31,578 0 0 8,000 31,578
Director
Daniel C. Arnold 14,035 0 0 8,000 14,035
Director
____________________
<FN>
2 Includes 5,000 shares received as a result of the exercise of the 1991 Option Plan shares.
</TABLE>
5
<PAGE> 13
<TABLE>
Caption>
Number of Shares
Number of Shares Number of 1994 Number of 1991 Number of 1991 Owned Assuming
Name and Position Held with Owned as of Plan Shares to Incentive Plan Option Plan Shares Sale of Shares
Parkway For the Past 3 Years December 18, 1995 be Registered Shares to be to be Registered Registered
Registered Hereunder
- ---------------------------- ----------------- --------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C> <C>
Roger P. Friou 7,302(3) 0 0 6,500 3,302
Director since April 27,
1995
____________________
<FN>
3 Includes 4,000 shares received as a result of the exercise of 1991 Option Plan Shares.
</TABLE>
6
<PAGE> 14
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders
or by pledgees, donees, transferees or other successors in interest. Such
sales may be made on the NASDAQ NMS at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The Shares may be sold by one or more of the following: (i) a
block trade in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction; (ii) purchases by a broker or dealer for its
account pursuant to this Prospectus; or (iii) ordinary brokerage transactions
and transactions in which the broker solicits purchases. In effecting sales,
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Shareholders in amounts to be negotiated immediately
prior to the sale. Such brokers or dealers and any other participating brokers
or dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933 (the "Securities Act"), in connection with such sales.
The expenses of preparing and filing this Prospectus and the related
Registration Statement with the Commission will be paid by Parkway. The
Selling Shareholders have been advised that they are subject to the applicable
provisions of the Exchange Act, including without limitation, Rules 10b-5,
10b-6 and 10b-7 thereunder.
DESCRIPTION OF CAPITAL STOCK
The following summary and descriptions do not purport to be complete,
and reference is made to Parkway's Articles of Incorporation, as amended (the
"Articles") and Parkway's Bylaws, as amended (the "Bylaws") for the complete
provisions thereof.
Parkway is authorized to issue up to 10,000,000 Shares, which are
neither redeemable nor subject to restriction on their transfer, except as may
be required by applicable securities laws. Parkway is also authorized to issue
without shareholder approval up to 5,000,000 shares of Preferred Stock (none of
which is currently outstanding), with such dividend and liquidation
preferences, voting rights, dividend rates, conversion rights and redemption
prices as the Board of Directors of Parkway shall determine, provided that (i)
dividends must be cumulative, (ii) the stock must be redeemable and (iii) the
holders of any series of Preferred Stock shall have the right, voting as one
class, to elect two directors of Parkway at any time at which dividends on that
series of Preferred Stock are in arrears in an aggregate amount equal to six
quarterly dividends.
Subject to the rights of holders of Preferred Stock, holders of the
Shares will be entitled to receive such dividends as may be declared from time
to time by the directors out of funds legally available therefor. All of the
issued and outstanding Shares are fully paid
7
<PAGE> 15
and non-assessable and have no preference, conversion, exchange, preemptive or
redemption rights. In the event of any liquidation, dissolution or winding up
of Parkway, holders of the Shares are entitled to share ratably in any of its
assets remaining after satisfaction of all obligations and liabilities of
Parkway and after required distributions to holders of Preferred Stock, if any.
Each Share is entitled to one vote on all matters put to a vote of the
shareholders. The Shares have no cumulative voting rights, which means that
the holders of more than 50 percent of the Shares voting in the election of
directors can elect all of the respective directors who are then standing for
election if they choose to do so, and in such event the holders of the
remaining Shares will not be able to elect any directors at that election.
LEGAL MATTERS
The legality of the issuance of the Shares offered hereby is being
passed upon for Parkway by Jaeckle, Fleischmann & Mugel, Buffalo, New York.
EXPERTS
The consolidated financial statements of Parkway appearing in
Parkway's Annual Report (Form 10-KSB) for the year ended December 31, 1994,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference.
The financial statements referred to above are incorporated by reference in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Texas Business Corporation Act (the "TBCA"), a corporation
is empowered to indemnify its directors if it is determined that the director
has conducted himself or herself in good faith and reasonably believed: (i) in
the case of conduct in his or her official capacity, that his or her conduct
was in the corporation's best interests, or (ii) in all other cases, that his
or her conduct was not opposed to the corporation's best interests;
furthermore, in the case of a criminal proceeding, the director must have had
no reasonable cause to believe his or her conduct was unlawful. The
determination as to whether a director is entitled to indemnification must be
made (i) by the Board, by a majority vote of a quorum of disinterested
directors, (ii) if such quorum cannot be obtained, by a majority vote of a
committee of the Board consisting of two or more disinterested directors
designated to act in the matter by a majority vote of all directors, (iii) by
special legal counsel selected by the Board or a Board committee as set forth
in (i) or (ii), or, if such a quorum cannot be
8
<PAGE> 16
obtained and committee established, by a majority vote of all directors, or
(iv) by shareholder vote that excludes the shares of interested directors. A
director cannot be indemnified under the TBCA if the person is found liable on
the basis that personal benefit was improperly received or if the person is
found liable to the corporation, except that a director may be indemnified for
reasonable expenses actually incurred in connection with a legal proceeding if
the director has not been found liable for willful or intentional misconduct in
the performance of his or her duty to the corporation.
Under Parkway's Bylaws, Parkway is required to indemnify its directors
and officers to the fullest extent permitted by Texas law as currently existing
or later amended (but in the case of such amendment, only to the extent that it
permits broader indemnification rights than permitted prior to such amendment).
The TBCA authorizes Texas corporations to indemnify officers, but contains no
specific provisions comparable to those described above with respect to
directors regarding the circumstances under which officers are entitled to
indemnification. Each director and officer of Parkway has a written agreement
with Parkway which requires, among other things, that Parkway shall indemnify
him or her to the fullest extent permitted under the TBCA as currently existing
or later amended (but in the case of such amendment, only to the extent that it
permits broader indemnification rights than permitted prior to such amendment).
The Texas Miscellaneous Corporation Laws Act provides that a director
of a corporation shall not be liable to the corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director to the extent provided in the corporation's articles of incorporation,
except that such limitation of liability may not extend to (i) a breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) an act
or omission not in good faith that constitutes a breach of duty of the director
to the corporation or an act or omission that involves intentional misconduct
or a knowing violation of the law, (iii) a transaction from which the director
receives an improper benefit, or (iv) an act or omission for which the
liability of directors is expressly provided by an applicable statute.
Parkway's Articles provide that its directors shall not be liable to Parkway or
its shareholders for monetary damages to the fullest extent permitted under
Texas law.
9
<PAGE> 17
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 (FORM S-8). INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Parkway with the Commission are
incorporated in this Registration Statement by reference:
(i) Parkway's Annual Report on Form 10-KSB for the year ended
December 31, 1994;
(ii) Parkway's Quarterly Report on Form 10-QSB for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30,
1995;
(iii) Parkway's Form 10-QSB/A (Amendment No. 1 to Form 10-QSB for
the quarter ended March 31, 1995) dated May 15, 1995; and
(iv) All other reports filed by Parkway pursuant to Sections 13(a)
or 15(d) of the Exchange Act.
All documents subsequently filed by Parkway 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 in the Registration Statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4 (FORM S-8). DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5 (FORM S-8). INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 18
ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3). INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
Under the Texas Business Corporation Act (the "TBCA"), a corporation
is empowered to indemnify its directors if it is determined that the director
has conducted himself or herself in good faith and reasonably believed: (i) in
the case of conduct in his or her official capacity, that his or her conduct
was in the corporation's best interests, or (ii) in all other cases, that his
or her conduct was not opposed to the corporation's best interests;
furthermore, in the case of a criminal proceeding, the director must have had
no reasonable cause to believe his or her conduct was unlawful. The
determination as to whether a director is entitled to indemnification must be
made (i) by the Board, by a majority vote of a quorum of disinterested
directors, (ii) if such quorum cannot be obtained, by a majority vote of a
committee of the Board consisting of two or more disinterested directors
designated to act in the matter by a majority vote of all directors, (iii) by
special legal counsel selected by the Board or a Board committee as set forth
in (i) or (ii), or, if such a quorum cannot be obtained and committee
established, by a majority vote of all directors, or (iv) by shareholder vote
that excludes the shares of interested directors. A director cannot be
indemnified under the TBCA if the person is found liable on the basis that
personal benefit was improperly received or if the person is found liable to
the corporation, except that a director may be indemnified for reasonable
expenses actually incurred in connection with a legal proceeding if the
director has not been found liable for willful or intentional misconduct in the
performance of his or her duty to the corporation.
Under Parkway's Bylaws, Parkway is required to indemnify its directors
and officers to the fullest extent permitted by Texas law as currently existing
or later amended (but in the case of such amendment, only to the extent that it
permits broader indemnification rights than permitted prior to such amendment).
The TBCA authorizes Texas corporations to indemnify officers, but contains no
specific provisions comparable to those described above with respect to
directors regarding the circumstances under which officers are entitled to
indemnification. Each director and officer of Parkway has a written agreement
with Parkway which requires, among other things, that Parkway shall indemnify
him or her to the fullest extent permitted under the TBCA as currently existing
or later amended (but in the case of such amendment, only to the extent that it
permits broader indemnification rights than permitted prior to such amendment).
The Texas Miscellaneous Corporation Laws Act provides that a director
of a corporation shall not be liable to the corporation or its shareholders for
monetary damages for an act or omission in the director's capacity as a
director to the extent provided in the corporation's articles of incorporation,
except that such limitation of liability may not extend to (i) a breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) an act
or omission not in good faith that constitutes a breach of duty of the director
to the corporation or an act or omission that involves intentional misconduct
or a knowing violation of the law, (iii) a transaction from which the director
receives an improper benefit, or (iv) an act or omission for which the
liability of directors is expressly provided by an applicable
II-2
<PAGE> 19
statute. Parkway's Articles provide that its directors shall not be liable to
Parkway or its shareholders for monetary damages to the fullest extent
permitted under Texas law.
ITEM 7 (FORM S-8). EXEMPTION FROM REGISTRATION CLAIMED.
Parkway has granted 266,769 options to purchase Shares pursuant to the
Plans. Options for 7,742 Shares have been exercised pursuant to the 1994 Plan,
options for 26,346 Shares have been exercised pursuant to the 1991 Incentive
Plan and options for 9,000 Shares have been exercised pursuant to the 1991
Option Plan.
All of the aforementioned issuances of securities have been made in
reliance upon the exemption from registration found in Section 4(2) of the
Securities Act. In the above described transactions, each
optionholder/stockholder was a director, officer or employee of Parkway, having
full access to information concerning Parkway and each had the opportunity to
verify the information supplied to him or her. The share certificate issued on
exercise of the options has been impressed with a restrictive legend and stop
transfer instructions have been lodged with Parkway's transfer agent.
ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
(4) (a) Parkway's Articles of Incorporation, as amended (incorporated by reference to Exhibit 6.1 of Amendment No. 1 to
Parkway's Form S-14 (No. 2-69138) filed on November 6, 1980).
(b) Amendment to Parkway's Articles of Incorporation (incorporated by reference to Exhibit A of Parkway's Proxy
Statement dated November 3, 1987).
(c) Parkway's Bylaws (incorporated by reference to Exhibit 6.2 of Amendment No. 1 to Parkway's Form S-14 (No. 2-69138)
filed on November 6, 1980).
(d) Amendment to Parkway's Bylaws, dated December 4, 1986 (incorporated by reference to Exhibit (3)(c) of Parkway's
1987 Annual Report on Form 10-K).
(e) Amendment to Parkway's Bylaws, dated December 4, 1987 (incorporated by reference to Exhibit 3(e) of Parkway's 1988
Annual Report on Form 10-K).
5 Opinion of Jaeckle, Fleischmann & Mugel (filed herewith)
23 Consent of Ernst & Young LLP (filed herewith)
</TABLE>
II-3
<PAGE> 20
<TABLE>
<S> <C>
24 Power of Attorney (contained on signature page)
99 (a) Parkway's 1991 Incentive Plan (incorporated by reference to Parkway's proxy statement dated October 28, 1991).
(b) Parkway's 1991 Directors Stock Option Plan, as amended (incorporated by reference to Exhibit B of Parkway's proxy
statement for the 1994 Annual Meeting of Shareholders).
(c) Parkway's 1994 Stock Option Plan (incorporated by reference to Exhibit A of Parkway's proxy statement for the 1994
Annual Meeting of Shareholders).
</TABLE>
ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS.
The 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;
(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;
(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 (i) and (ii) shall 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 Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-4
<PAGE> 21
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(5) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 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 Securities 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
Securities Act and will be governed by the final adjudication of such issue.
II-5
<PAGE> 22
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 on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Jackson, State of Mississippi on
January 19, 1996.
THE PARKWAY COMPANY
By: /s/ Steven G. Rogers
-------------------------------
Steven G. Rogers, President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Steven G. Rogers and
Sarah P. Clark his or her true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him or her and in his or her
name, place and stead, 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, granting
unto each such attorney-in-fact and agent, full power and authority to do and
perform each such and every act and thing requisite and necessary to be done,
as fully to all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his or her 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 and the foregoing Powers of Attorney have been signed by
the following persons in the capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Leland R. Speed Chairman, Chief Executive Officer and January 19, 1996
----------------------------------------- Director (Principal Executive Officer)
Leland R. Speed
/s/ Sarah P. Clark Vice President, Financial Officer and January 19, 1996
----------------------------------------- Secretary (Principal Financial Officer)
Sarah P. Clark
</TABLE>
II-6
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Regina P. Shows Controller (Principal Accounting Officer) January 19, 1996
----------------------------------------
Regina P. Shows
/s/ Daniel C. Arnold Director January 19, 1996
----------------------------------------
Daniel C. Arnold
/s/ H.C. Bailey, Jr. Director January 19, 1996
----------------------------------------
H.C. Bailey, Jr.
/s/ George R. Farish Director January 19, 1996
----------------------------------------
George R. Farish
/s/ Roger P. Friou Director January 19, 1996
----------------------------------------
Roger P. Friou
/s/ B. Pat Green, Jr. Director January 19, 1996
----------------------------------------
B. Pat Green, Jr.
/s/ Sidney W. Lassen Director January 19, 1996
----------------------------------------
Sidney W. Lassen
/s/ Joe F. Lynch Director January 19, 1996
----------------------------------------
Joe F. Lynch
/s/ C. Herbert Magruder Director January 19, 1996
---------------------------------------
C. Herbert Magruder
/s/ W. Lincoln Mossop, Jr. Director January 19, 1996
---------------------------------------
W. Lincoln Mossop, Jr.
</TABLE>
II-7
<PAGE> 1
JAECKLE, FLEISCHMANN & MUGEL
A T T O R N E Y S A T L A W
FLEET BANK BUILDING TWELVE FOUNTAIN PLAZA BUFFALO, NEW YORK 14202-2292
TEL (716) 856-0600 FAX (716) 856-0432
EXHIBIT 5
January 19, 1996
The Parkway Company
300 One Jackson Place
188 East Capitol Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
Re: Registration Statement on Form S-8 on Form S-3 under the
Securities Act of 1933, Covering the Registration of 296,269
Shares of Common Stock Issued or Reserved for Issuance Under
The Parkway Company 1994 Stock Option Plan, The Parkway
Company 1991 Incentive Plan and The Parkway Company 1991
Directors Stock Option Plan (collectively, the
"Plans")--Opinion Regarding Legality
_____________________________________________________
As your counsel we have examined the above-referenced Registration
Statement and we are familiar with the documents referred to therein, as well
as your Certificate of Incorporation, as amended, Bylaws and other relevant
documents, and we have made such investigation with respect to your corporate
affairs as we deem necessary in order for us to render the opinion herein set
forth.
We have examined the proceedings heretofore taken and we are informed
as to the procedures proposed to be followed by The Parkway Company in
connection with the authorization, issuance and sale of the above described
shares of common stock (the "Shares"). In our opinion the Shares to be issued
by The Parkway Company under and in accordance with the Plans will be, when
issued and paid for pursuant to the Plans and the Registration Statement and
the Exhibits thereto, legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and reference to us under the heading "Legal Matters" in
the Prospectus that is a part of the Registration Statement.
Very truly yours,
JAECKLE, FLEISCHMANN & MUGEL
ELLWANGER AND BARRY BUILDING 39 STATE STREET ROCHESTER, NEW YORK 14614-1310
TEL (716) 262-3640 FAX (716) 262-4133
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to The Parkway Company 1994 Stock Option Plan, The
Parkway Company 1991 Incentive Plan, and The Parkway Company 1991 Directors
Stock Option Plan for the registration of 296,269 shares of The Parkway Company
common stock of our report dated March 28, 1995, with respect to the
consolidated financial statements of The Parkway Company included in the Annual
Report (Form 10-KSB) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Jackson, Mississippi
January 19, 1996
