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As filed with the Securities and Exchange Commission on March 1, 1999
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)
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) 332-7000 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)
Common 1,000,000 $11.625 $11,625,000 $3,232
(1) Additional shares reserved for issuance under the AmeriCredit Corp.
Employee Stock Purchase Plan (the "Plan"). Amount to be registered reflects
two-for-one split of the registrant's Common Stock effective September 30, 1998.
(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
1,000,000 shares of Common Stock reserved for issuance under the Plan, but not
subject to outstanding stock options or other awards, at a price per share of
$11.625, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 24, 1999.
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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
AmeriCredit Corp. (the "registrant") hereby incorporates by reference in
this Registration Statement its registration statement on Form S-8 previously
filed with the Commission (File No. 33-57517), which related to the Plan.
____________________
*Information required by Part I to this registration statement on Form S-8 is
contained in a Section 10(a) prospectus that will be delivered to Plan
participants in accordance with Rule 428 under the Securities Act of 1933 and
the Note to Part I of Form S-8. As a result, the information required by Part I
to this registration statement has been omitted.
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Item 8. Exhibits.
(a) Exhibits
The following documents are filed as a part of this 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,
1998, filed with the Commission).
4.2 Bylaws of AmeriCredit Corp., as amended to date (incorporated by reference
to Exhibit 3.4 of the registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998, filed with the Commission).
4.3 Rights Agreement, dated August 28, 1997, between AmeriCredit Corp. and
ChaseMellon Shareholder Services, L.L.C. (incorporated by reference to
Exhibit 4.2 of the registrant's Annual Report on Form 10-K for the fiscal
year ended June 30, 1998, filed with the Commission).
4.4 AmeriCredit Corp. Employee Stock Purchase Plan, as amended (incorporated
by reference to S-8 filed November 16, 1994 with the Commission).
4.4.1 Amendment No. 1 to AmeriCredit Corp. Employee Stock Purchase Plan.
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in
their opinion filed as Exhibit 5.1 hereto).
23.2 Consent of PricewaterhouseCoopers LLP, Independent Accountants
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 March 1, 1999.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
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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 designates 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.
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Signature Capacity Date
Chairman of the Board and
/s/ Clifton H. Morris, Jr. Chief Executive Officer March 1, 1999
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Clifton H. Morris, Jr.
Vice Chairman, President
and Chief Operating Officer
/s/ Michael R. Barrington and Director March 1, 1999
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Michael R. Barrington
Vice Chairman and Chief
Financial Officer and Director
(Principal Financial and
/s/ Daniel E. Berce Officer) March 1, 1999
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Daniel E. Berce
Executive Vice President - Auto
/s/ Edward H. Esstman Finance Division and Director March 1, 1999
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Edward H. Esstman
/s/ James H. Greer Director March 1, 1999
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James H. Greer
/s/ Kenneth H. Jones, Jr. Director March 1, 1999
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Kenneth H. Jones, Jr.
/s/ A. R. Dike Director March 1, 1999
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A. R. Dike
/s/ Douglas K. Higgins Director March 1, 1999
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Douglas K. Higgins
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INDEX TO EXHIBITS
Exhibit
No. 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, 1998, filed with the Commission).
4.2 Bylaws of AmeriCredit Corp., as amended to date
(incorporated by reference to Exhibit 3.4 of the
registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998, filed with the
Commission).
4.3 Rights Agreement, dated August 28, 1997, between
AmeriCredit Corp. and ChaseMellon Shareholder
Services, L.L.C. (incorporated by reference to
Exhibit 4.2 of the registrant's Annual Report
on Form 10-K for the fiscal year ended
June 30, 1998, filed with the Commission).
4.4 AmeriCredit Corp. Employee Stock Purchase Plan,
as amended (incorporated by reference to S-8 filed
November 16, 1994 with the Commission).
4.4.1 Amendment No. 1 to AmerCredit Corp. Employee
Stock Purchase Plan.
5.1 Opinion of Jenkens & Gilchrist, a Professional
Corporation.
23.1 Consent of Jenkens & Gilchrist, a Professional
Corporation (included in their opinion filed as
Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
24.1 Power of Attorney (see signature page of this
Registration Statement).
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Exhibit 4.4.1
AMENDMENT NO. 1
TO
AMERICREDIT CORP. EMPLOYEE STOCK PURCHASE PLAN
THIS AMENDMENT NO. 1 to the AmeriCredit Corp. Employee Stock Purchase Plan
is effective as of April 28, 1998.
1. Introductory Statements. The AmeriCredit Corp. Employee Stock Purchase
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Plan (the "Purchase 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 April 28, 1998, Amendment No. 1
to the Purchase Plan (set forth below) was adopted and approved; subsequently,
at the Annual Meeting of Shareholders of AmeriCredit Corp. held on November 4,
1998, the shareholders of AmeriCredit Corp. adopted and approved Amendment No. 1
to the Purchase Plan.
2. Amendment. As a result of the approvals described above, the first
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sentence of Paragraph 12(a) of the Purchase Plan is hereby amended and modified
so as to provide in its entirety as follows:
"The maximum number of shares of Common Stock which shall be made available
for sale under the Purchase Plan shall be 1,000,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
Paragraph 18."
3. No Other Changes. Other than as expressly set forth above, the
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remaining language of Paragraph 12(a) of the Purchase Plan shall not be
modified, and the only effect of the Amendment will be to increase the number of
shares of Common Stock authorized and available for issuance under the terms of
the Purchase Plan. All other terms and provisions of the Purchase Plan shall
continue in full force and effect without change.
EXECUTED this 28th day of April, 1998.
/s/ Chris A. Choate
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Chris A. Choate, Vice President,
General Counsel and Secretary
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Exhibit 5.1
AmeriCredit Corp.
200 Bailey Avenue
Fort Worth, Texas 76107
Re: AmeriCredit Corp. - Registration Statement on Form S-8
Gentlemen:
We have acted as special 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 February 5, 1999, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 1,000,000
shares (the "Shares") of the $0.01 par value common stock (the "Common Stock")
of the Company that have been or may be issued by the Company under the
AmeriCredit Corp. Employee Stock Purchase Plan, as amended, between the Company
and the signatories thereto (the "Plan").
You have requested an opinion 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, as amended, and the Bylaws, as amended, of the Company; (2)
minutes and records of the corporate proceedings of the Company with respect to
the establishment of the Plan, the issuance of the Shares of Common Stock
pursuant to the Plan and related matters; (3) the Registration Statement and
exhibits thereto, 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 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, as amended, and the Bylaws, as amended, minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent 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 assuming that:
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AmeriCredit Corp.
February 5, 1999
Page 2
(1) the Shares to be sold and issued in the future will be duly issued and
sold in accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons who
purchase Shares pursuant to the Plan; and
(3) the consideration for the Shares issued pursuant to the Plan is
actually received by the Company as provided in the Plan and exceeds the par
value of such shares;
then, we are of the opinion that, the Shares issued or sold in accordance with
the terms of the Plan will be duly and validly issued, fully paid and
nonassessable.
We are licensed to practice law only in the State of Texas. The opinions
expressed herein are specifically limited to the laws of the State of Texas and
the federal laws of the United States of America. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to
references to us 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 persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Respectfully submitted,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ L. STEVEN LESHIN
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L. Steven Leshin, Esq.
Authorized Signatory
cc: Chris A. Choate, Esq.
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 (File No. 333-_____) of our report dated August 4, 1998, except as to
the information presented in Note 14 for which the date is September 30, 1998,
and except for Note 2 for which the date is January 14, 1999, on our audits of
the consolidated financial statements of AmeriCredit Corp. as of June 30, 1998
and 1997, and for the years ended June 30, 1998, 1997, and 1996, which report is
included in its Annual Report on Form 10-K/A for the year ended June 30, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
Fort Worth, Texas
February 24, 1999
