As filed with the Securities and Exchange Commission on November 16, 1994
Registration No. 33-_________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICREDIT CORP.
(Exact name of registrant as specified in its charter)
Texas 75-2291093
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
200 Bailey Avenue
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Chris A. Choate Copy to:
General Counsel L. Steven Leshin
AmeriCredit Corp. Jenkens & Gilchrist, P.C.
200 Bailey Avenue 1445 Ross Avenue
Fort Worth, Texas 76107 Suite 3200
(817) 322-7000 Dallas, Texas 75202
(Name, address and telephone number
including area code of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securites Amount to offering aggregate Amount of
to be to be registered price per offering registration
registered (1)(2) share (3)(4) price (3)(4) fee (4)
Common 500,000 $6.38 $3,190,000 $1,100.00
(1) Shares reserved for issuance under the AmeriCredit Corp. Employee
Stock Purchase Plan (the "Plan").
(2) Pursuant to Rule 416, additional shares of Common Stock issuable
under the Plan in order to prevent dilution resulting from any future stock
split, stock dividend or similar transaction are also being registered
hereunder.
(3) Estimated solely for the purpose of calculating the registration
fee.
(4) Calculated pursuant to Rule 457(c) and (h). Accordingly, the
price per share of the Common Stock offered hereunder pursuant to the Plan is
based on 500,000 shares of Common Stock reserved for issuance at a price per
share of $6.38, which is the average of the highest and lowest selling price
per share of Common Stock on the New York Stock Exchange on November 14, 1994.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) the registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994 filed with the Commission;
(2) the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994, filed with the Commission;
(3) the description of the Common Stock, par value $.01 per share, of the
registrant (the "Common Stock") set forth in the Registration Statement on
Form 8-A, filed with the Commission on December 5, 1990, including any
amendment or report filed for the purpose of updating such description; and
(4) all documents filed by the registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 6. Indemnification of Directors and Officers.
Article 2.02-1 of the Texas Business Corporation Act provides for
indemnification of directors and officers in certain circumstances. Reference
is made to Article VIII of the Articles of Incorporation of the registrant, as
amended, incorporated by reference herein as Exhibit 4.1 and Article VIII of
the Bylaws of the registrant incorporated by reference herein as Exhibit 4.2,
each of which provides for broad indemnification of directors and officers.
Reference is also made to Article IX of the registrant's Articles of
Incorporation, contained in Exhibit 4.1, which eliminates the liabilities of
directors to the registrant and its shareholders in certain circumstances.
Item 8. Exhibits.
(a) Exhibits
The following documents are filed as a part of this registration statement.
Exhibit Description of Exhibit
4.1 Articles of Incorporation of AmeriCredit Corp., as amended to date
(incorporated by reference to Exhibits 3.1, 3.2 and 3.3 of the
registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994).
4.2 Bylaws of AmeriCredit Corp. (incorporated by reference to Exhibit
3.4 of the registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994).
<PAGE>
4.3 Copy of the AmeriCredit Corp. Employee Stock Purchase Plan.
5.1 Opinion of Jenkens & Gilchrist, P.C.
23.1 Consent of Jenkens & Gilchrist, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (see signature page of this Registration Statement
- Page II-5).
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 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;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, as amended (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; and
(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, each filing
of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each
filing of any employee benefit plan's annual report pursuant to
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.
C. 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 foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the 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 of 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.
<PAGE>
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 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 Fort Worth, Texas, on November 9,
1994.
AMERICREDIT CORP.
By: /s/Clifton H. Morris, Jr.
Clifton H. Morris, Jr.,
Chairman of the Board,
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Clifton H. Morris, Jr. and Chris A.
Choate, and each of them, his true and lawful attorney-in-fact and agents
with full power of substitution and resubstitution, for him and in his 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 all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents or either of them, or their 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 dates indicated.
<PAGE>
Signature Capacity Date
Chairman of the Board,
Chief Executive Officer and
/s/Clifton H. Morris, Jr President (Principal November 9, 1994
Clifton H. Morris, Jr. Executive Officer)
Vice President, Chief
Financial Officer, Treasurer
and Director (Principal
/s/Daniel E. Berce Financial and Accounting November 9, 1994
Daniel E. Berce Officer)
/s/Michael R. Barrington Vice President and Director November 9, 1994
Michael R. Barrington
/s/James H. Greer Director November 9, 1994
James H. Greer
/s/Kenneth H. Jones, Jr. Director November 9, 1994
Kenneth H. Jones, Jr.
Director November _, 1994
Gerald W. Haddock
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
4.1 Articles of Incorporation of AmeriCredit Corp., as
amended to date (incorporated by reference to Exhibits 3.1, 3.2
and 3.3 of the registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994.
4.2 Bylaws of AmeriCredit Corp. (incorporated by reference to Exhibit
3.4 of the registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994.
4.3 Copy of the AmeriCredit Corp. Employee Stock Purchase Plan.
5.1 Opinion of Jenkens & Gilchrist, P.C.
23.1 Consent of Jenkens & Gilchrist, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (see signature page of this Registration
Statement - Page II-5).
EXHIBIT 4.3
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the Employee Stock Purchase
Plan of AmeriCredit Corp.
1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated payroll deductions. It is the intention of
the Company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Code (as defined herein). The provisions of the Plan
shall, accordingly, be construed so as to extend and limit participation in a
manner consistent with the requirements of that section of the Code.
2. Definitions.
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(c) "Common Stock" shall mean the common stock, $.01 par value
per share, of the Company.
(d) "Company" shall mean AmeriCredit Corp., a Texas corporation,
or any successor which adopts this Plan.
(e) "Compensation" for the Offering Period shall mean the
regular straight-time earnings (excluding overtime, bonuses and similar
payments) paid to the Employee by the Employer, plus bonuses,
commissions and other incentive payments paid during the immediately
preceding twelve (12) month period.
(f) "Continuous Status as an Employee" shall mean the absence of
any interruption or termination of service as an Employee. Continuous
Status as an Employee shall not be considered interrupted in the case of
a leave of absence that meets the requirements of paragraph 10(b).
(g) "Employee" shall mean any person, including an officer, who
is customarily employed for at least twenty (20) hours per week and for
more than five (5) months in the calendar year by an Employer and whose
wages are subject to withholding for purposes of federal income taxes.
(h) "Employer" shall mean the Company and each of its
Subsidiaries.
(i) "Enrollment Date" shall mean the first day of each Offering
Period.
(j) "Exercise Date" shall mean the last day of the first payroll
period ending in December and June of each year within an Offering
Period.
(k) "Exercise Period" shall mean the six (6) month period
commencing one (1) day after one (1) Exercise Date and ending with the
next Exercise Date.
(l) "Offering Period" shall mean the period of twenty-four (24)
months during which an option granted pursuant to the Plan may be
exercised, as described in paragraph 4.
<PAGE>
(m) "Participant" shall mean an Employee or former Employee who
has been offered the opportunity to purchase Stock hereunder and who has
elected to participate herein by authorizing payroll deductions.
(n) "Payroll Deduction Account" shall mean that separate account
maintained hereunder to record the amount of a Participant's
Compensation that has been withheld hereunder.
(o) "Plan" shall mean the AmeriCredit Corp. Employee Stock
Purchase Plan.
(p) "Subsidiary" shall mean a corporation, domestic or foreign,
of which at the time of the granting of the option pursuant to paragraph
7, not less than 50% of the total combined voting power of all classes
of stock are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the
Company or a Subsidiary.
3. Eligibility.
(a) General Rule. Any Employee, as defined in paragraph 2, who
shall be employed by an Employer on a given Enrollment Date shall be
eligible to participate in the Plan, subject to the requirements of
paragraph 5(a) and the limitations imposed by Section 423(b) of the
Code.
(b) Exceptions. Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option to purchase
Common Stock under the Plan if:
(i) Immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee
pursuant to Section 425(d) of the Code) would own stock (including
for purposes of this paragraph 3(b) any stock he holds outstanding
options to purchase) possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of
the Company or of any Subsidiary computed in accordance with the
Code Section 423(b)(3), or
(ii) Such option would permit such Employee's right to
purchase stock under all employee stock purchase plans (described
in Section 423 of the Code) of the Company and its Subsidiaries to
accrue at a rate which exceeds Twenty-Five Thousand Dollars
($25,000) of the fair market value of such stock (determined at
the time such option is granted) for each calendar year in which
such option is outstanding at any time, in accordance with the
provisions of Code Section 423(b)(8).
4. Offering Periods. The Plan shall be implemented by Offering
Periods with the first Offering Period beginning on or about the first Monday
immediately following the completion of the first payroll period ending in
December 1994, and continuing until terminated in accordance with the Plan.
The Board of the Company shall have the power to change the duration of the
offering Periods with respect to future offerings without stockholder approval
if such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected. Absent action by the
Board, each Offering Period shall be for a period of twenty-four (24) months
and new Offering Periods shall commence on the Monday immediately following
the completion of the first payroll period ending in December and June of each
year.
<PAGE>
5. Participation.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions, in a
form substantially similar to Exhibit A attached to the Plan
("Subscription Agreement"), and filing it with the Company's Human
Resources Department prior to the applicable Enrollment Date, unless a
later time for filing the Subscription Agreement is set by the Board for
all eligible Employees with respect to a given Offering Period.
(b) Payroll deductions for a Participant shall commence with the
first payroll following the Enrollment Date and shall end on the last
payroll in the Offering Period to which such authorization is
applicable, unless sooner terminated by the Participant as provided in
paragraph 10.
(c) An Employee who is otherwise eligible to participate herein may
waive his right to participate for any Offering Period by declining to
authorize a payroll deduction. Such declination must be filed in
writing in the time and manner specified thereby. The filing of a
written declination shall result in the Employee's waiver of
participation for only the Offering Period to which it relates and shall
be irrevocable with respect to such Offering Period. Except as
otherwise provided in this paragraph, an Employee's waiver of
participation for a specified Offering Period shall not, in and of
itself, adversely impact the right of such Employee to participate in
the Plan during any subsequent Offering Periods except those Offering
Periods with respect to which he files additional written declinations
in accordance with the provisions of this paragraph.
6. Payroll Deductions.
(a) At the time a Participant files his or her Subscription
Agreement, such Participant shall elect to have payroll deductions made
on each pay date during the Offering Period at the rate not to exceed
ten percent (10%) of the Compensation which he or she receives on each
pay date during the Offering Period, provided that the aggregate amount
of such payroll deductions during the Offering Period shall not exceed
ten percent (10%) of the Participant's aggregate Compensation during
said Offering Period. An eligible Employee may participate in only one
Offering Period at a time.
(b) All payroll deductions made by a Participant shall be
credited to his or her Payroll Deduction Account under the Plan. A
Participant may not make any additional payments into such Payroll
Deduction Account.
(c) A Participant may discontinue his or her payroll deductions
during the Offering Period by completing and filing with the Human
Resources Department of the Company a new Subscription Agreement
authorizing a change in the rate of payroll deductions. The change in
rate shall be effective no earlier than fifteen (15) days following the
Company's receipt of the new authorization.
7. Grant of Option.
(a) On the Enrollment Date of each Offering Period each
Participant in such Offering Period shall be granted an option to
purchase on each Exercise Date during such Offering Period up to a
number of whole shares of the Company's Common Stock determined by
dividing ten percent (10%) of the Participant's Compensation by
<PAGE>
eighty-five percent (85%) of the lower of (i) fair market value of a
share of Common Stock on the Enrollment Date, or (ii) the fair market
value of a share of Common Stock on the Exercise Date; provided,
however, that the number of shares subject to such option shall be
reduced, if necessary, to a number of shares which would not exceed the
limitations described in paragraph 3(b) or paragraph 12(a) hereof. In
addition, the maximum number of shares any Participant may be granted an
option to purchase in any Offering Period is 5,000 shares. The fair
market value of a share of the Company's Common Stock shall be
determined as provided in paragraph 7(b) herein.
(b) The exercise price per share of the shares offered in a
given Offering Period shall be the lower of: (i) 85% of the fair market
value of a share of the Common Stock on the Enrollment Date, or (ii) 85%
of the fair market value of a share of the Common Stock on the Exercise
Date. The fair market value of the Company's Common Stock on a given
date shall be the closing price of such Stock as reported by the New
York Stock Exchange, or reported on such other national exchange as it
may, from time to time, be reported on, on such date (or if there shall
be no trading on such date, then on the first previous date on which
there is such trading), unless the Common Stock ceases to be traded on a
national exchange. If the Common Stock ceases to be traded on a
national exchange, its fair market value shall be determined by the
Board in its discretion.
8. Exercise of Option. The Participant's option for the purchase of
shares will be exercised automatically on each Exercise Date of each Offering
Period, and the maximum number of full shares subject to such option will be
purchased for such Participant at the applicable exercise price with the
payroll deductions accumulated in his or her Payroll Deduction Account, unless
prior to such Exercise Date the Participant has withdrawn from the Offering
Period or from the Exercise Period as provided in paragraph 10. During a
Participant's lifetime a Participant's option to purchase shares hereunder is
exercisable only by such Participant.
9. Delivery. As promptly as practicable after each Exercise Date,
the Company shall arrange the delivery to each Participant, or to his account
at a brokerage firm, of a certificate representing the shares purchased upon
exercise of his or her option. Any amount remaining in the Participant's
Payroll Deduction Account after an Exercise Date shall be held in the Payroll
Deduction Account until the next Exercise Date in such Offering Period, unless
the Offering Period has been oversubscribed or has terminated with such
Exercise Date, in which case such amount shall be refunded to the Participant.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all, but not less than all, of
the payroll deductions credited to his or her Payroll Deduction Account
and not yet used toward the exercise of his or her option under the Plan
at any time by giving written notice to the Company on a form
substantially similar to Exhibit B attached to this Plan. All of the
Participant's payroll deductions credited to his or her Payroll
Deduction Account will be paid to such Participant promptly after
receipt of his or her notice of withdrawal. A withdrawal of a
Participant's Payroll Deduction Account shall terminate the
Participant's participation for the Exercise Period in which the
withdrawal occurs. No further payroll deductions for the purchase of
shares will be made during the Exercise Period. A Participant may
resume payroll deductions as the beginning of any subsequent Exercise
Period that is within the Offering Period by delivering written notice
on a form substantially similar to Exhibit C.
<PAGE>
(b) Upon termination of the Participant's Continuous Status as
an Employee of the Company for any reason, he or she will be deemed to
have elected to withdraw from the Plan and the payroll deductions
credited to his or her Payroll Deduction Account will be returned to
such Participant and his or her option will be cancelled; provided,
however, that a Participant who goes on a leave of absence shall be
permitted to remain in the Plan with respect to an Offering Period which
commenced prior to the beginning of such leave of absence. If such
Participant is not guaranteed reemployment by contract or statute and
the leave of absence exceeds ninety (90) days, such Participant shall be
deemed to have terminated employment on the 91st day of such leave of
absence. Payroll deductions for a Participant who has been on a leave
of absence will resume upon return to work at the same rate as in effect
prior to such leave unless changed by such Participant or unless the
leave of absence begins in one Offering period and ends in a subsequent
Offering Period, in which case the Participant shall not be permitted to
re-enter the Plan until a new Subscription Agreement is filed with
respect to an Offering Period which commences after such Participant has
returned to work from the leave of absence.
(c) A Participant's withdrawal from one Offering Period will not
have any effect upon his or her eligibility to participate in a
different Offering Period or in any similar Plan which may hereafter be
adopted by the Company. Although a Participant may withdraw from one
Offering Period and join another Offering Period which commenced prior
to the end of the Offering Period from which he or she withdrew, such a
change shall not transfer payroll deductions from one Offering Period to
another.
11. Interest. No interest shall accrue on the payroll deductions of a
Participant in the Plan.
12. Stock.
(a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be 500,000
shares, subject to adjustment upon changes in capitalization of the
Company as provided in paragraph 18. Either authorized and unissued
shares or issued shares heretofore or hereafter reacquired by the
Employer may be made subject to purchase under the Plan, in the sole and
absolute discretion of the Board. Further, if for any reason any
purchase of Common Stock under the Plan is not consummated, shares
subject to such purchase agreement may be subjected to a new
Subscription Agreement under the Plan. If, on a given Exercise Date,
the number of shares with respect to which options are to be exercised
exceeds the number of shares then available under the Plan, the Company
shall make a pro rata allocation of the shares remaining available for
purchase in as uniform a manner as shall be practicable and as it shall
determine to be equitable. In such event, the Company shall give
written notice of such reduction of the number of shares which each
Employee shall be allowed to purchase. Notwithstanding anything to the
contrary herein, the Company shall not be obligated to issue Common
Stock hereunder if, in the opinion of counsel for the Company, such
issuance would constitute a violation of Federal or state securities
laws.
(b) The Participant will have no interest or voting right in
shares covered by his or her option until such option has been
exercised.
<PAGE>
(c) Shares to be delivered to a Participant under the Plan will
be registered in the name of the Participant or, at the prior written
request of the Participant, in the names of the Participant and his or
her spouse.
13. Administration. The Plan shall be administered by the Board or a
committee appointed by the Board. If a committee is appointed by the Board,
such committee shall have all of the powers of the Board with respect to the
Plan except for those powers set forth in paragraph 19 hereof. Members of the
Board who are eligible employees are permitted to participate in the Plan;
provided, however, that (i) members of the Board who are eligible Employees
may not vote on any matter affecting the administration of the Plan or the
grant of any option pursuant to the Plan, and (ii) if a committee is appointed
by the Board to administer the Plan, no committee member will be eligible to
participate in the Plan. The Board or a committee appointed hereunder shall
have the following powers and duties:
(a) To direct the administration of the Plan in accordance with
the provisions herein set forth;
(b) To adopt rules of procedure and regulations necessary for
the administration of the Plan provided the rules are not inconsistent
with the terms of the Plan;
(c) To determine all questions with regard to rights of
Employees and Participants under the Plan, including, but not limited
to, rights of eligibility of an Employee to participate in the Plan;
(d) To enforce the terms of the Plan and the rules and
regulations it adopts;
(e) To direct the distribution of the shares of Common Stock
purchased hereunder;
(f) To furnish the Employer with information which the Employer
may require for tax or other purposes;
(g) To engage the service of counsel (who may, if appropriate,
be counsel for the Employer) and agents whom it may deem advisable to
assist it with the performance of its duties;
(h) To prescribe procedures to be followed by Participants in
electing to participate herein;
(i) To receive from each Employer and from Employees such
information as shall be necessary for the proper administration of the
Plan;
(j) To maintain, or cause to be maintained, separate accounts in
the name of each Participant to reflect the Participant's Payroll
Deduction Account under the Plan; and
(k) To interpret and construe the Plan.
14. Designation of Beneficiary.
(a) A Participant may file a written designation of a
beneficiary who is to receive any shares from the Participant's Payroll
Deduction Account under the Plan in the event of such Participant's
death subsequent to an Exercise Date on which an option is exercised but
prior to the issuance of such shares. In addition, a Participant may
file a written designation of a beneficiary who is to receive any cash
<PAGE>
from the Participant's Payroll Deduction Account under the Plan in the
event of such Participant's death prior to the Exercise Date of the
option.
(b) Such designation of beneficiary may be changed by the
Participant at any time by written notice. In the event of the death of
a Participant and in the absence of a beneficiary validly designated
under the Plan who is living at the time of such Participant's death,
the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the Participant, or if no such executor
or administrator has been appointed (to the knowledge of the Company),
the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the
Participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to
Participant's Payroll Deduction Account nor any rights with regard to the
exercise of an option to receive shares under the Plan may be assigned,
transferred, pledged or otherwise disposed of in any way (other than by will,
the laws of descent and distribution or as provided in paragraph 14 hereof) by
the Participant. Any such attempt at assignment, transfer, pledge or other
disposition shall be without effect, except that the Company may treat such
act as an election to withdraw funds in accordance with paragraph 10.
16. Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual Payroll Deduction Accounts will be maintained
for each Participant in the Plan. Statements of Payroll Deduction Account
will be given to participating Employees promptly following an Exercise Date,
which statements will set forth the amounts of payroll deductions, the per
share purchase price, the number of shares purchased and the remaining cash
balance, if any.
18. Adjustments Upon Changes in Capitalization. If an option under
this Plan is exercised subsequent to any stock dividend, stock split, spinoff,
recapitalization, merger, consolidation, exchange of shares or the like,
occurring after such option was granted, as a result of which shares of any
class shall be issued in respect of the outstanding shares, or shares shall be
changed into a different number of the same or another class or classes, the
number of shares to which such option shall be applicable and the option price
for such shares shall be appropriately adjusted by the Company. Any such
adjustment, however, in the Common Stock shall be made without change in the
total price applicable to the portion of the Common Stock purchased hereunder
which has not been fully paid for, but with a corresponding adjustment, if
appropriate, in the price for each share of Common Stock.
In the event of the proposed dissolution or liquidation of the Company,
the Offering Period will terminate immediately prior to the consummation of
such proposed action, unless otherwise provided by the Board. In the event of
a proposed sale of all or substantially all of the assets of the Company, or
the merger of the Company with or into another corporation, each option under
the Plan shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board determines, in the exercise of its sole discretion and in
lieu of such assumption or substitution, that the Participant shall have the
right to exercise the option as to all of the optioned stock, including shares
as to which the option would not otherwise be exercisable. If the Board makes
an option fully exercisable, in lieu of assumption or substitution in the
<PAGE>
event of a merger or sale of assets, the Board shall notify the Participant
that the option shall be fully exercisable for a period of thirty (30) days
from the date of such notice, and the option will terminate upon the
expiration of such period.
19. Amendment or Termination. The Board may at any time and for any
reason terminate or amend the Plan. Except as specifically provided in the
Plan, no such termination can affect options previously granted, provided that
an Offering Period may be terminated by the Board on any Exercise Date if the
Board determines that the termination of the Plan is in the best interest of
the Company and its shareholders. Except as specifically provided in the Plan
or as required to obtain a favorable ruling from the Internal Revenue Service,
no amendment may make any change in any option theretofore granted which
adversely affects the rights of any Participant. To the extent necessary to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as amended,
(the "Act") or Section 423 of the Code (or any successor rule or provision or
any other applicable law or regulation), the Company shall obtain shareholder
approval in such manner and to such a degree as required.
20. Notices. All notices or other communications by a Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
21. Shareholder Approval. Commencement of the Plan shall be subject
to approval by the shareholders of the Company within twelve months before or
after the date the Plan is adopted.
22. Conditions Upon Issuance of Shares. Shares shall not be issued
with respect to an option unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment
and without any present intention to sell or distribute, such shares if, in
the opinion of counsel for the Company, such a representation is required by
any of the aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in paragraph 21. It shall continue in effect for a term
of twenty (20) years unless sooner terminated under paragraph 19.
24. No Rights Implied. Nothing contained in this Plan or any
modification or amendment to the Plan or in the creation of any Account, or
the execution of any participation election form, or the issuance of any
shares of Stock, shall give any Employee or Participant any right to continue
employment, any legal or equitable right against the Employer or Company or
any officer, director, or Employee of the Employer or Company, except as
expressly provided by the Plan.
25. Severability. In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan, but shall be fully
severable and the Plan shall be construed and enforced as if the illegal or
invalid provision had never been included herein.
<PAGE>
26. Notice. Any notice required to be given herein by the Employer,
the Company or the Board shall be deemed delivered, when (a) personally
delivered, or (b) placed in the United States mails, in an envelope addressed
to the last known address of the person to whom the notice is given.
27. Waiver of Notice. Any person entitled to notice under the Plan
may waive the notice.
28. Successors and Assigns. The Plan shall be binding upon all
persons entitled to purchase Common Stock under the Plan, their respective
heirs, legatees, and legal representatives upon the Employer, its successors
and assigns.
29. Headings. The titles and headings of the paragraphs are included
for convenience of reference only and are not to be considered in construction
of the provisions hereof.
30. Law. All questions arising with respect to the provisions of this
Agreement shall be determined by application of the laws of the State of Texas
except to the extent Texas law is preempted by Federal statute. The
obligation of the Employer to sell and deliver Common Stock under the Plan is
subject to applicable laws and to the approval of any governmental authority
required in connection with the authorization, issuance, sale or delivery of
such Common Stock.
31. No Liability for Good Faith Determinations. Neither the members
of the Board nor any member of the committee (nor their delegates) shall be
liable for any act, omission, or determination taken or made in good faith
with respect to the Plan or any right to purchase shares of Common Stock
granted under it, and members of the Board and the committee (and their
delegatees) shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage, or expense (including
attorneys' fees, the costs of settling any suit, provided such settlement is
approved by independent legal counsel selected by the Company, and amounts
paid in satisfaction of a judgment, except a judgment based on a finding of
bad faith) arising therefrom to the full extent permitted by law and under any
directors and officers liability or similar insurance coverage that may from
time to time be in effect.
32. Participating Employers. This Plan shall constitute the employee
stock purchase plan of each Subsidiary which shall adopt this Plan as its own
employees' employee stock purchase plan, effective with respect to each such
Subsidiary upon the adoption thereof by official action of its board of
directors, or by other similar action.
33. Application of Plan Provisions. Except as provided in paragraph
32, the provisions of this Plan shall be applied separately to each Subsidiary
and its employees exactly as if each such Subsidiary participating in the Plan
was the sole and only employer which is a party hereto. Except in paragraph
32, the word "Employer," wherever used herein, shall be deemed to refer only
to the particular Employer separately insofar as that Employer and its
Employees are concerned, and likewise the words "Employee," "Employees,"
"Participant" and "Participants" shall be deemed to refer solely to the
Employees of that particular Employer, or such of them as may become
Participants, as if their Employer were the sole and only Employer which is a
party hereto.
<PAGE>
IN WITNESS WHEREOF, this Employee Stock Purchase Plan has been executed
effective this -------- day of -----------------------, 1994.
AMERICREDIT CORP.
By:
--------------------------------------
Its:
ATTEST: ---------------------------------------
- ----------------------------------
Secretary
<PAGE>
EXHIBIT A
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
I, -------------------------------, have read the attached prospectus
explanation of the AmeriCredit Corp. (the "Company") Employee Stock Purchase
Plan. I have decided: (check one)
-----
NOT to participate.
-----
TO PARTICIPATE. I wish to purchase that amount of common stock that
can be purchased with -----% of my compensation (select the percentage
of your compensation from either 0 or 1 to 10, in increments of 1, that
you elect to contribute).
-----
TO STOP my current payroll deductions.
In order to pay for the shares of Company common stock that I have
elected to purchase, I hereby authorize my Employer to deduct the percentage
of my compensation that I specified above from my pay each pay period while
this election is in effect.
I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock, $.01 par value, at the applicable purchase
price determined in accordance with the Stock Purchase Plan. I further
understand that, except as otherwise set forth in the Stock Purchase Plan,
shares will be purchased for me automatically on each Exercise Date of the
Offering Period unless I otherwise withdraw from the Offering Period or the
Stock Purchase Plan.
I have received a copy of the Company's most recent prospectus that
describes the Stock Purchase Plan and a copy of the complete Employee Stock
Purchase Plan. I understand that my participation in the Stock Purchase Plan
is in all respects subject to the terms of the Plan.
I hereby agree to be bound by the terms of the Stock Purchase Plan.
The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Purchase Plan.
In the event of my death, I hereby designate the following as my
beneficiary to receive all payments and shares due me and not yet paid or
issued under the Stock Purchase Plan:
Name and Address of Participant:
- -------------------------------------
- -------------------------------------
<PAGE>
Signature:
- -------------------------------------
Date:
- -------------------------------------
<PAGE>
EXHIBIT B
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned Participant in the Offering Period of the Employee Stock
Purchase Plan which began on ------------------, ---- (the "Enrollment Date")
hereby notifies the Company that effective on ----------------, --- 19--- (the
"Withdrawal Date") he or she withdraws from
------ the current Exercise Period only
------ the Offering Period
The undersigned hereby directs the Company to pay to the undersigned as
promptly as possible following the Withdrawal Date all the payroll deductions
created to his or her Payroll Deduction Account with respect to such Offering
Period. The undersigned understands and agrees that if withdrawing from the
Exercise Period no further payroll deductions will be made for the purchase of
shares in such Exercise Period and the undersigned may not participate in
another Exercise Period within the Offering Period unless the undersigned
delivers to the Company a Notice to Resume Payroll Deductions. If the
withdrawal is from the Offering Period, no further payroll deductions will be
made for the purchase of shares in the Offering Period.
Name and Address of Participant:
- ----------------------------------
- ----------------------------------
- ----------------------------------
Signature:
- ----------------------------------
Date:
- ----------------------------------
<PAGE>
EXHIBIT C
AMERICREDIT CORP.
EMPLOYEE STOCK PURCHASE PLAN
NOTICE TO RESUME PAYROLL DEDUCTIONS
The undersigned Participant in the Offering Period of the Employee
Stock Purchase Plan which began on -------------------,---- hereby notifies
the Company to resume payroll deductions for his or her Payroll Deduction
Account at the beginning of the next Exercise Period in accordance with the
terms of the Subscription Agreement executed by the undersigned at the
beginning of the Offering Period.
Name and Address of Participant:
- ----------------------------------
- ----------------------------------
- ----------------------------------
Signature:
- ----------------------------------
Date:
- ----------------------------------
EXHIBIT 5.1
November 16, 1994
AmeriCredit Corp.
200 South Bailey Avenue
Fort Worth, Texas 76107
Re: AmeriCredit Corp. Employee Stock Purchase Plan
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to AmeriCredit Corp., a Texas corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange commission on or about November 11, 1994 under the Securities Act of
1933, as amended (the "Securities Act"), relating to 500,000 shares of the $.01
par value common stock (the "Common Stock") of the Company that are offered to
employees of the Company on the exercise of options ("Options") granted or that
may be granted under the AmeriCredit Corp. Employee Stock Purchase Plan (the
"Plan").
You have requested the opinion of this firm with respect to certain legal
aspects of the proposed offering. In connection therewith, we have examined and
relied upon the original, or copies identified to our satisfaction, of (1) the
Articles of Incorporation and the bylaws of the Company, as amended; (2) minutes
and records of the corporate proceedings of the Company with respect to the
establishment of the Plan, the issuance of shares of Common Stock pursuant to
the Plan and related matters; (3) the Registration Statement and exhibits there-
to, including the Plan; and (4) such other documents and instruments as we have
deemed necessary for the expression of opinions herein contained. In making the
foregoing examinations, we have assumed the genuineness of all signatures and
the authenticity of all documents submitted to us as originals, and the conform-
ity to original documents of all documents submitted to us as certified or
photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Articles of Incorporation, the bylaws,
minutes, records, resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, and subject to the comments and exceptions
noted below, we are of the opinion that the Company presently has available at
least 500,000 shares of authorized but unissued stock and/or treasury shares
from which the 500,000 shares of Common Stock proposed to be sold pursuant to
exercise of Options granted or to be granted under the Plan may be issued.
Assuming that (a) the Company maintains an adequate number of authorized but
unissued shares and/or treasury shares available for issuance to those
persons who exercise Options granted under the Plan, (b) the Options are issued
in accordance with the Plan, (c) the shares of Common Stock are issued in
accordance with the Plan and the associated option agreement for which such
shares are being issued, and (d) the consideration for shares of Common Stock
issued pursuant to such Options is actually received by the Company as
provided in the Plan and exceeds the par value of such shares, then the shares
of Common Stock issued pursuant to the exercise of the Options granted under
and in accordance with the terms of the Plan will be duly and validly issued,
fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
commission thereunder.
Very truly yours,
JENKENS & GILCHRIST, a Professional Corporation
By: /s/L. Steven Leshin
L. Steven Leshin
Authorized Signatory
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
AmeriCredit Corp. on Form S-8, of our report dated August 9, 1994, on our
audits of the consolidated financial statements of AmeriCredit Corp.
/s/Coopers & Lybrand L.L.P.
Fort Worth, Texas
November 11, 1994
