<PAGE>
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 76107
Fort Worth, Texas (Zip Code)
(Address of principal executive offices)
1998 LIMITED STOCK OPTION 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) 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
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
securites Amount to offering aggregate Amount of
to be be registered price per offering registration
registered (1)(2) share (3) price (3) fee (3)
Common 4,600,000 $12.00 $55,200,000 $15,346
</TABLE>
(1) Shares reserved for issuance subject to options already granted under
the 1998 Limited Stock Option Plan for AmeriCredit Corp. (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) Calculated pursuant to Rule 457(h).
<PAGE>
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
Item 3. Incorporation of Documents by Reference
AmeriCredit Corp. (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, 1998, filed with the Commission;
(2) the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 and December 31, 1998, 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
____________________
*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.
<PAGE>
(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, as amended, 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, as amended, contained in Exhibit 4.1, which eliminates the
liabilities of directors to the registrant and its shareholders in certain
circumstances.
<PAGE>
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, 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 1998 Limited Stock Option Plan for AmeriCredit Corp. (incorporated by
reference from the registrant's Proxy Statement for the fiscal year ended
June 30, 1998, filed with the Commission).
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation (included in
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;
<PAGE>
(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, 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.
-------------------------------------
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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<PAGE>
Signature Capacity Date
/s/ Clifton H. Morris, Jr. Chairman of the Board, and
- --------------------------- Chief Executive Officer
Clifton H. Morris, Jr. (Principal Executive Officer) March 1, 1999
Vice Chairman, Chief
/s/ Daniel E. Berce Financial Officer and Director
- --------------------------- (Principal Financial and
Daniel E. Berce Accounting Officer) March 1, 1999
/s/ Michael R. Barrington Vice Chairman, President,
- ---------------------------- Chief Operating Officer and
Michael R. Barrington Director March 1, 1999
/s/ Edward H. Esstman Executive Vice President-
- ---------------------------- Auto Finance Division and
Edward H. Esstman Director March 1, 1999
/s/ James H. Greer Director March 1, 1999
- ----------------------------
James H. Greer
/s/ Kenneth H. Jones, Jr. Director March 1, 1999
- ----------------------------
Kenneth H. Jones, Jr.
/s/ A. R. Dike Director March 1, 1999
- ----------------------------
A. R. Dike
/s/ Douglas K. Higgins Director March 1, 1999
- ----------------------------
Douglas K. Higgins
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Sequentially
Exhibit
Numbered
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 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 1998 Limited Stock Option Plan for AmeriCredit
Corp. (incorporated by reference
from the registrant's Proxy Statement for the fiscal year
ended June 30, 1998, filed with the Commission).
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in 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).
<PAGE>
EXHIBIT 5.1
February 5, 1999
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 4,600,000
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 1998
Limited Stock Option Plan for AmeriCredit Corp., 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
-----------------------------
L. Steven Leshin, Esq.
Authorized Signatory
cc: Chris A. Choate, Esq.
<PAGE>
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
