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As filed with the Securities and Exchange Commission on November 10, 1997
Registration No. ______
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)
1995 OMNIBUS STOCK AND INCENTIVE PLAN FOR AMERICREDIT CORP.
(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)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount to offering aggregate Amount of
to be be registered price per offering registration
registered (1)(2) share (3)(4) price (3)(4) fee (4)
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Common 3,000,000 $ 29.22 $ 87,648,065 $ 26,560.02
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(1) Additional shares reserved for issuance under the 1995 Omnibus Stock
and Incentive Plan for AmeriCredit Corp. (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
(i) 2,589,000 shares of Common Stock reserved for issuance under the Plan, but
not subject to outstanding stock options, at a price per share of $29.94, which
is the average of the highest and lowest selling price per share of Common Stock
on the New York Stock Exchange on November 3, 1997, and (ii) the following
shares of Common Stock reserved for issuance under the Plan and subject to
options already granted thereunder at the following exercise prices:
Number of Shares
of Common Stock Exercise Price
Reserved for Issuance per Share
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5,000 $20.50
268,500 $22.38
137,500 $29.25
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION *
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The registrant hereby incorporates by reference in this Registration
Statement its registration statement on Form S-8 previously filed with the
Commission (File No. 333-01111), which related to the Plan.
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*Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
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ITEM 8. EXHIBITS.
(a) Exhibits
The following documents are filed as a part of this Amendment No. 1 to
Registration Statement.
Exhibit Description of Exhibit
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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, 1997).
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, 1997).
4.3 Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and
ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to
Exhibit 1 included in the Report on Form 8-K, dated August 28, 1997, filed
by AmeriCredit Corp. with the Commission).
4.4 Copy of Amendment No. 1 to the 1995 Omnibus Stock and Incentive Plan for
AmeriCredit Corp.
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).
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;
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(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; 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 5,
1997.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
----------------------------
Clifton H. Morris, Jr., Chairman of
the Board and Chief Executive Officer
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.
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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.
SIGNATURE CAPACITY DATE
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Chairman of the Board and
/s/ Clifton H. Morris, Jr. Chief Executive Officer November 5, 1997
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Clifton H. Morris, Jr.
Vice Chairman, President
and Chief Operationg Officer
/s/ Michael R. Barrington and Director November 5, 1997
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Michael R. Barrington
Vice Chairman and Chief
Financial Officer and Director
(Principal Financial and
/s/ Daniel E. Berce Officer) November 5, 1997
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Daniel E. Berce
Executive Vice President - Auto
/s/ Edward H. Esstman Finance Division and Director November 5, 1997
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Edward H. Esstman
/s/ James H. Greer Director November 5, 1997
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James H. Greer
/s/ Kenneth H. Jones, Jr. Director November 5, 1997
Kenneth H. Jones, Jr.
Director
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Gerald W. Haddock
/s/ Douglas K. Higgins Director November 5, 1997
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Douglas K. Higgins
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INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
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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,
1997).
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, 1997).
4.3 Rights Agreement, dated August 28, 1997, between
AmeriCredit Corp. and ChaseMellon Shareholder
Services, L.L.C. (incorporated by reference to Exhibit 1
included in the Report on Form 8-K, dated August 28,
1997, filed by AmeriCredit Corp. with the Commission).
4.4 Copy of Amendment No. 1 to the 1995 Omnibus Stock and
Incentive Plan for AmeriCredit Corp.
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).
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EXHIBIT 4.4
AMENDMENT NO. 1
TO
1995 OMNIBUS STOCK AND INCENTIVE PLAN FOR AMERICREDIT CORP.
THIS AMENDMENT NO. 1 to the 1995 Omnibus Stock and Incentive Plan for
AmeriCredit Corp. is effective as of November 5, 1997.
1. INTRODUCTORY STATEMENTS. The 1995 Omnibus Stock and Incentive Plan
for AmeriCredit Corp. (the "Plan") has previously been approved and adopted
by the Board of Directors and the shareholders of AmeriCredit Corp. At a
meeting of the Board of Directors of AmeriCredit Corp. held on July 22, 1997,
Amendment No. 1 to the Plan (set forth below) was adopted and approved;
subsequently, at the Annual Meeting of Shareholders of AmeriCredit Corp. held
on November 5, 1997, the shareholders of AmeriCredit Corp. adopted and
approved Amendment No. 1 to the Plan.
2. AMENDMENT. As a result of the approvals described above, the first
sentence of Section 3 of the Plan is hereby amended and modified so as to
provide in its entirety as follows:
"As of the Effective Date, Five Million (5,000,000) Shares shall
automatically, and without further action, become Available Shares."
3. NO OTHER CHANGES. Other than as expressly set forth above, the
remaining language of Section 3 of the Plan shall not be modified and all
other terms and provisions of the Plan shall continue in full force and
effect without change.
EXECUTED this 5th day of November, 1997.
/s/ Chris A. Choate
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Chris A. Choate, Vice President,
General Counsel and Secretary
95amend
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November 5, 1997
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, Texas 76107
Re: AmeriCredit Corp. 1995 Omnibus Stock and Incentive Plan, as amended
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 5, 1997 under the Securities Act of
1933, as amended (the "Securities Act"), relating to 3,000,000 additional 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. 1995 Omnibus Stock
and Incentive Plan, as amended (the "Plan") and pursuant to other Awards (as
defined in the Plan), including SAR's, Restricted Share Awards and Performance
Awards (as therein defined, and collectively referred to herein as the "Awards")
granted or that may be granted under 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 the
Articles of Incorporation and the bylaws of the Company, as amended; 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; the Registration Statement and exhibits thereto,
including the Plan; and 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
conformity 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 deemed 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
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below, we are of the opinion that the Company presently has available at
least 3,000,000 shares of authorized but unissued stock and/or treasury shares
from which the additional 3,000,000 shares of Common Stock proposed to be sold
pursuant to exercise of Options granted or to be granted under the Plan, and/or
pursuant to other Awards 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 under the Plan to
persons who become entitled thereto under the terms of the Plan, (b) the Options
and other Awards 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 or other Award for which such shares are being issued, and (d) the
consideration for shares of Common Stock issued pursuant to such Options or
other Awards is actually received by the Company as provided in the Plan and
equals or 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, and the shares of Common Stock to be issued pursuant
to the Awards granted under and in accordance with the terms of the Plan, will
be duly and validly issued, fully paid and nonassessable.
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
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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 (File No. 333-______), of our report dated
August 6, 1997, on our audits of the consolidated financial statements as of
June 30, 1997 and 1996, and for the years ended June 30, 1997, 1996 and 1995,
which report is included in the Annual Report on Form 10-K.
COOPERS & LYBRAND, L.L.P.
Fort Worth, Texas
November 5, 1997
