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As filed with the Securities and Exchange Commission on February 23, 2000.
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.)
801 Cherry Street, Suite 3900
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip Code)
MANAGEMENT STOCK OPTION PLAN OF AMERICREDIT CORP.
(Full title of the plan)
Chris A. Choate Copy to:
General Counsel L. Steven Leshin
AmeriCredit Corp. Jenkens & Gilchrist, P.C.
801 Cherry Street, Suite 3900 1445 Ross Avenue
Fort Worth, Texas 76102 Suite 3200
(817) 302-7000 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
securites 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 3,000,000 $12.50 $37,500,000 $9,900.00
(1) Shares reserved for issuance under the Management Stock Option Plan of
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
3,000,000 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
$12.50, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on February 22, 2000.
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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
Item 3. Incorporation of Documents by Reference
We "incorporate by reference" in this registration statement the
following documents previously filed by us with the Securities and Exchange
Commission (the "Commission"):
(1) our Annual Report on Form 10-K for the fiscal year ended June 30,
1999;
(2) our Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1999;
(3) our Quarterly Report on Form 10-Q for the three-month period ended
December 31, 1999;
(4) the description of our Common Stock, par value $.01 per share (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
(5) all documents filed by us 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 de-registers all securities remaining
unsold at the time of such amendment.
____________________
*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, as amended, and the Note to Part I of Form S-8.
3
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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 our Articles of Incorporation, as amended,
incorporated by reference herein as Exhibit 4.1, and Article VIII of our Bylaws
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 our Articles of Incorporation,
as amended, contained in Exhibit 4.1, which eliminates the liabilities of
directors 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, 1999, 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, 1999, 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, 1999, filed with the Commission).
4.4 Management Stock Option Plan of AmeriCredit Corp.
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 L.L.P., Independent Accountants.
24.1 Power of Attorney (see signature page of this registration statement).
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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.
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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 February 23, 2000.
AMERICREDIT CORP.
By: /s/ Clifton H. Morris, Jr.
--------------------------
Clifton H. Morris, Jr., Chairman of
the Board and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below designates and appoints Clifton H. Morris, Jr., Chris A. Choate,
and J. Michael May, and each of them, his true and lawful attorney-in-fact and
agents with full power of substitution and re-substitution, 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.
Signature Capacity Date
/s/ Clifton H. Morris, Jr. Chairman of the Board and
- -------------------------- Chief Executive Officer
Clifton H. Morris, Jr. (Principal Executive Officer) February 3, 2000
/s/ Michael R. Barrington Vice Chairman, President,
- -------------------------- Chief Operating Officer and
Michael R. Barrington Director February 3, 2000
Vice Chairman, Chief
/s/ Daniel E. Berce Financial Officer and Director
- -------------------------- (Principal Financial and
Daniel E. Berce Accounting Officer) February 3, 2000
/s/ Edward H. Esstman Executive Vice President-
- -------------------------- Auto Finance Division and February 3, 2000
Edward H. Esstman Director
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/s/ James H. Greer
- -------------------------- Director February 3, 2000
James H. Greer
/s/ Kenneth H. Jones, Jr.
- -------------------------- Director February 3, 2000
Kenneth H. Jones, Jr.
/s/ A. R. Dike
- -------------------------- Director February 3, 2000
A. R. Dike
/s/ Douglas K. Higgins
- -------------------------- Director February 3, 2000
Douglas K. Higgins
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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, 1999, 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, 1999, 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, 1999, filed with the Commission).
4.4 Management Stock Option Plan of AmeriCredit Corp.
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).
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Exhibit 4.4
MANAGEMENT STOCK OPTION PLAN
OF
AMERICREDIT CORP.
Section 1. Purpose.
This Management Stock Option Plan of AmeriCredit Corp. (the "Plan") is
intended as an employment incentive for employees of the Company other than
Senior Management Officers (as defined below), to retain in the employ of the
Company and any subsidiary of the Company, and including any corporation that
becomes a subsidiary of the Company, persons of training, experience and
ability, to encourage the sense of proprietorship of such persons, and to
stimulate the active interest of such persons in the development and financial
success of the Company.
Section 2. Definitions.
As used herein, the following terms shall have the meaning indicated:
(a) "Agreement" shall mean the agreement between the Company and the
Optionee that evidences the Option.
(b) "Business Day" shall mean (i) if the Common Stock trades on a
national exchange, any day that the national exchange on which the Common
Stock trades is open or (ii) if the Common Stock does not trade on a
national exchange, any day that commercial banks in the City of New York
are open.
(c) "Board" shall mean the Board of Directors of the Company.
(d) "Committee" shall mean the Stock Option/Compensation Committee of
the Board.
(e) "Common Stock" shall mean the Common Stock, par value one cent
($0.01) per share, of the Company.
(f) "Company" shall mean AmeriCredit Corp., a Texas corporation, and
its wholly owned subsidiaries.
(g) "Date of Grant" shall mean the date on which an Option is granted
pursuant to the terms hereof.
(h) "Director" shall mean a member of the Board.
(i) "Effective Date" shall mean February 3, 2000, the date as of
which the Plan was adopted by the Board.
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(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(k) "Fair Market Value" shall mean:
(i) If Shares are listed on a national securities exchange
at the date of determining the Fair Market Value, the closing sales
price on such exchange on the next Business Day immediately preceding
the date of determining Fair Market Value, as reported in any
newspaper of general circulation; or
(ii) If Shares shall not be listed as provided in
Subsection 2(j)(i), a value determined by any fair and reasonable
means prescribed by the Committee.
(l) "Internal Revenue Code" or " Code" shall mean the Internal Revenue
Code of 1986 as it now exists or may be amended from time to time and the
rules thereunder.
(m) "Nonqualified Stock Option" shall mean a stock option that is not
an incentive stock option as defined in Section 422 of the Internal Revenue
Code.
(n) "Option" (when capitalized) shall mean any stock option granted
under this Plan.
(o) "Optionee" shall mean any eligible person to whom an Option has
been granted under this Plan.
(p) "Plan" shall mean this Management Stock Option Plan of AmeriCredit
Corp.
(q) "Senior Management Officers" shall mean, with respect to the
Company or any subsidiary of the Company, any Director, the Chief Executive
Officer, the President, any Executive Vice President, any Senior Vice
President and any other officer or employee designated by the Board from
time to time as an "executive officer" pursuant to Section 16 of the
Exchange Act.
(r) "Share(s)" shall mean a share or shares of the Common Stock.
Section 3. Total Aggregate Shares.
Subject to adjustments provided in Section 12 hereof, a total of Three
Million (3,000,000) Shares shall be subject to the Plan. The Shares subject to
the Plan shall consist of unissued Shares or previously issued Shares reacquired
and held by the Company and such number of Shares shall be and hereby are
reserved for issuance for such purpose. Any of such Shares that may remain
unsold and that are not subject to outstanding Options at the termination of the
Plan shall cease to be reserved for the purpose of the Plan, but until
termination of the
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Plan, the Company shall at all times reserve a sufficient number of Shares to
meet the requirements of the Plan. Should any Option expire, terminate, or be
canceled or surrendered prior to its exercise in full, the Shares theretofore
subject to such Option may again be the subject of an Option under the Plan.
Section 4. Administration of the Plan.
(a) The Plan shall be administered by the Committee.
(b) Subject to the express provisions of this Plan, the Committee
shall have the authority, in his sole and absolute discretion, but
consistent with the terms and provisions of this Plan, (i) to designate
participants, the number of shares covered by each grant of an Option, and
the duration that the Option shall be exercisable, (ii) to adopt, amend and
rescind administrative and interpretive rules and regulations relating to
the Plan; (iii) to determine the terms and provisions of the respective
Agreements (which need not be identical); (iv) to construe the terms of any
Agreement and the Plan; (v) as provided in Subsection 12(a), upon certain
events to make appropriate adjustments to the exercise price and number of
Shares subject to outstanding Options, the number of Shares reserved under
the Plan and the number of Shares subject to Options granted subsequently;
and (vi) to make all other determinations and perform all other acts
necessary or advisable for administering the Plan, including the delegation
of such ministerial acts and responsibilities as the Committee deems
appropriate. The Committee may correct any defect or supply any omission
or reconcile any inconsistency in the Plan or in any Agreement in the
manner and to the extent he shall deem expedient to carry it into effect,
and he shall be the sole and final judge of such expediency. The Committee
shall have full discretion to make all determinations on the matters
referred to in this Subsection 4(b), and such determinations shall be
final, binding and conclusive.
Section 5. Type of Options.
All Options granted under the Plan shall be Nonqualified Stock Options.
Section 6. Exercise Price.
The exercise or option price of each Share issuable upon exercise of an
Option shall be the Fair Market Value of such Share on the Date of Grant.
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Section 7. Exercise of Options; Certain Conditions to Grant
(a) The Committee, in granting Options hereunder, shall have
discretion to determine the terms upon which such Options shall be
exercisable, subject to the applicable provisions of this Plan.
(b) Options may be exercised solely by the Optionee during his
lifetime or after his death by the personal representative of the
Optionee's estate or the person or persons entitled thereto under his will
or under the laws of descent and distribution.
(c) An Option shall be deemed exercised when: (i) the Company has
received written notice of such exercise delivered to the Company in
accordance with the notice provisions of the applicable Agreement; and (ii)
full payment of the aggregate exercise price of the Shares as to which the
Option is exercised has been tendered to the Company.
(d) The exercise price of any Shares purchased shall be paid solely in
cash, by certified or cashiers check, or by money order or, in the
discretion of the Committee or an employee of the Company designated by the
Committee, by personal check.
(e) The Optionee shall not be, nor have any of the rights or
privileges of, a shareholder of the Company with respect to any Shares
purchasable upon the exercise of any part of an Option unless and until
certificates representing such Shares shall have been issued by the Company
to the Optionee.
(f) The Committee may in his sole discretion accelerate the date on
which any Option may be exercised.
Section 8. Designation of Participants; Senior Management Officers Not
Eligible to Participate.
The persons eligible for participation in this Plan as Optionees shall
consist of all employees of the Company other than Senior Management Officers.
Upon becoming a Senior Management Officer, an employee of the Company shall
become ineligible for further participation in this Plan.
Section 9. Termination of Option Period.
(a) Except as otherwise provided herein, the unexercised portion of
any Option shall terminate at such times and upon such conditions as the
Committee shall provide in such Option.
(b) The Committee, in his sole discretion, may, by giving written
notice to an Optionee ("Cancellation Notice"), cancel any portion of an
Option that remains unexercised on the date (the "Cancellation Date") of
the consummation of any of the
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following (collectively, a "Cancellation Event"): (i) any transaction
(which shall include a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the result that shareholders of the
Company immediately before such transaction cease to own at least 51 % of
(x) the voting stock of the Company or (y) of any entity that results from
the participation of the Company in a reorganization, consolidation,
merger, liquidation or any other form of corporate transaction; (ii) a
merger, consolidation, reorganization, liquidation or dissolution in which
the Company does not survive; or (iii) a sale, lease, exchange or other
disposition of all or substantially all the property and assets of the
Company. Such Cancellation Notice shall be given to an Optionee at least
thirty (30) days prior to the Cancellation Date, and may be given either
before or after shareholder approval of the Cancellation Event. If a
Cancellation Event is not consummated, any Cancellation Notice with regard
to such Cancellation Event shall be of no effect.
Section 10. Terms of Option.
The Options granted under this Plan shall be for a term of not more than
ten years from the Date of Grant.
Section ll. Assignability of Options.
Except as may be permitted by Section 7(b) hereof, options may not be
transferred, assigned or hypothecated after their grant and any attempt to
transfer, assign or hypothecate shall cause such Option to become null and void.
Section 12. Adjustments.
(a) If at any time there shall be an increase or decrease in the
number of issued and outstanding Shares, through the declaration of a stock
dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of Shares, then appropriate proportional adjustment
shall be made in the number of Shares (and with respect to outstanding
Options, the exercise price per Share): (i) subject to outstanding Options;
(ii) reserved under the Plan; and (iii) subject to Options granted
subsequently. In the event of a dispute concerning such adjustment, the
Committee has full discretion to determine the resolution of such dispute.
Such determination shall be final, binding and conclusive.
(b) In the event of a merger, consolidation or other reorganization of
the Company under the terms of which the Company is not the surviving
corporation, but the surviving corporation elects to assume an Option, the
respective Agreement and this Plan, the Optionee shall be entitled to
receive, upon the exercise of such Option, with respect to each Share
issuable upon exercise of such Option, the number of shares of stock of the
surviving corporation (or equity interest in any other entity) and any
other notes, evidences of indebtedness or other property that Optionee
would have received in connection with such merger, consolidation or other
reorganization had it exercised the
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Option with respect to such Share immediately prior to such merger,
consolidation or other reorganization.
(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number of
or exercise price of Shares then subject to outstanding Options granted
under the Plan.
(d) Without limiting the generality of the foregoing, the existence of
outstanding Options granted under the Plan shall not affect in any manner
the right or power of the Company to make, authorize or consummate: (i) any
or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company, (iii) any issuance by the Company of debt
securities or preferred or preference stock that would rank above the
Shares subject to outstanding Options; (iv) the dissolution or liquidation
of the Company; (v) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (vi) any other corporate act or
proceeding, whether of a similar character or otherwise.
Section 13. Taxes
The Company may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines are required in connection with any
Options granted under the Plan, or in connection with the exercise of any
Option.
Section 14. Amendment, Modification, Suspension or Discontinuance of this
Plan.
The Board may amend, modify or terminate the Plan and any outstanding
Options at any time and in any respect. The Board may not, however, amend,
modify or terminate an outstanding Option without the Optionee's consent if such
amendment, modification or termination materially impairs such outstanding
Option. In any event, the Board may amend, modify or terminate an outstanding
Option without the Optionee's consent as provided in Subsection 9(b).
Section 15. Governmental Regulations.
This Plan, and the granting of Options and the exercise of Options
hereunder and the obligation of the Company to sell and deliver Shares under
such Options shall be subject to all applicable laws, rules and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.
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Section 16. Acceleration on Change in Control.
(a) In the event of a change in control of the Company (as hereafter
defined) all Options shall become fully exercisable (hereafter, in this
Section, "accelerated"). As used herein, the term "change in control of
the Company" shall be deemed to have occurred if (i) any "person" (as such
term is used in Sections 13(d) and 14(b)(2) of the Exchange Act) becomes
the beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the combined voting power of the Company's then
outstanding securities, (ii) during any period of 12 months, individuals
who at the beginning of such period constitute the Board cease for any
reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's shareholders, of each new Director
was approved by a vote of at least a majority of the Directors then still
in office who were Directors at the beginning of the period or (iii) a
person (as defined in clause (i) above) acquires (or, during the 12-month
period ending on the date of the most recent acquisition by such person or
group of persons, has acquired), gross assets of the Company that have an
aggregate fair market value greater than or equal to 50% of the fair market
value of all of the gross assets of the Company immediately prior to such
acquisition or acquisitions.
(b) Notwithstanding any provisions hereof to the contrary, if an
Option is accelerated, the portion of the Option which is accelerated may,
in the discretion of the Committee, be limited to that portion which can be
accelerated without causing the Optionee to have an "excess parachute
payment" as determined under section 280G of the Code, determined by taking
into account all of Optionee's "parachute payments" determined under
section 280G of the Code, all as reasonably determined by the Committee.
Section 17. Miscellaneous.
(a) The proceeds received by the Company from the sale of Shares
pursuant to Options shall be used for general corporate purposes.
(b) Neither the members of the Board nor the members of the Committee
shall be liable for any act, omission, or determination taken or made in
good faith with respect to the Plan or any Option granted under it, and
members of the Board and the Committee 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 from such claim, loss,
damage, or expense 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.
(c) Any payment of cash or any issuance or transfer of Shares to the
Optionee, in accordance with the provisions of the Plan, shall, to the
extent thereof, be in full
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satisfaction of all claims of such persons under the Plan. The Committee
may require any Optionee as a condition precedent to such payment or
issuance or transfer of Shares, to execute a release and receipt for such
payment or issuance or transfer of Shares in such form as it shall
determine.
(d) Neither the Committee nor the Company guarantees Shares from loss
or depreciation.
(e) Records of the Company shall be conclusive for all purposes under
the Plan, unless determined by the Committee to be incorrect.
(f) The Company shall, upon request or as may be specifically required
under the Plan, furnish or cause to be furnished all of the information or
documentation that is necessary or required by the Committee to perform its
duties and functions under the Plan.
(g) Any action required of the Company relating to the Plan shall be
by resolution of its Board or act of the Committee.
(h) If any provision of this Plan is held to be illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining
provisions of the Plan, but such provision shall be fully severable, and
the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included in the Plan.
(i) Whenever any notice is required or permitted under the Plan, such
notice must be in writing and personally delivered or sent by mail or next
day delivery by a nationally recognized courier service. Any notice
required or permitted to be delivered under this Agreement shall be deemed
to be delivered on the date on which it is personally delivered, or, if
mailed, whether actually received or not, on the third Business Day after
it is deposited in the United States mail, certified or registered, postage
prepaid, addressed to the person who is to receive it at the address which
such person has previously specified by written notice delivered in
accordance with this Subsection 17(i) or, if by courier, twenty-four (24)
hours after it is sent, addressed as described in this Subsection 17(i).
The Company or an Optionee may change, at any time and from time to time,
by written notice to the other, the address which it or he had previously
specified for receiving notices. Until changed in accordance with the
Plan, the Company and each Optionee shall specify as its and his address
for receiving notices the address set forth in the Agreement pertaining to
the Shares to which such notice relates.
(j) Any person entitled to notice under the Plan may waive such
notice.
(k) The Plan shall be binding upon the Optionee, its successors and
permitted assigns, upon the Company, its successors and assigns, and upon
the Board and the Committee and their successors and assigns.
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(1) The titles and headings of Sections are included for convenience
of reference only and are not to be considered in construction of the
Plan's provisions.
(m) All questions arising with respect to the provisions of the Plan
shall be determined by application of the laws of the State of Texas except
to the extent Texas law is preempted by federal law or the corporate law of
the state of the Company's incorporation. The obligation of the Company to
sell and deliver Shares 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 Shares.
(n) Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Plan dictates, the plural
shall be read as the singular and the singular as the plural.
Section 18. Termination Date.
This Plan shall be effective as of the Effective Date and shall terminate
on the tenth (10th) anniversary of the Effective Date.
9
<PAGE>
ADOPTED BY THE BOARD OF DIRECTORS: February 3, 2000
AMERICREDIT CORP.
By: /s/ Chris A.Choate
-----------------------------
Chris A. Choate
Secretary
10
<PAGE>
AMERICREDIT CORP.
MANAGEMENT STOCK OPTION PLAN
[firstname] [lastname]
1. Grant of Option. As of [date] ("Date of Grant"), AmeriCredit Corp.
---------------
(the "Company") hereby grants to [firstname] [lastname] (the "Optionee") a
Nonincentive Stock Option (the "Option") to acquire [thou] Thousand [hun]
Hundred ([Share]) shares of the Common Stock, one cent ($0.01) par value of
the Company ("Shares") pursuant to the Management Stock Option Plan of
AmeriCredit Corp. (the "Plan").
2. Definitions.
-----------
(a) Cause. Termination of the Optionee's position or positions with
-----
the Company by the employer shall be deemed "for cause" if and only if it
is for reasons of the Optionee's willful misconduct or gross negligence.
(b) "Committee" shall mean the Stock Option Committee and/or the
---------
Compensation Committee appointed pursuant to the Plan by the Board of
Directors of the Company, or the Board of Directors if no such Committee is
appointed.
(c) Employment. For all purposes of this Option, the Optionee shall be
----------
deemed to be employed so long as he is employed by the Company or by any
Subsidiary of the Company.
(d) "Fair Market Value" of a Share on any date of reference shall be
-----------------
the value determined by the Committee in its sole discretion in a fair and
uniform manner; provided however, if Shares are registered under the
Securities Act of 1933, the "Fair Market Value" of a Share on any date of
reference shall be the Closing Price on the business day immediately
preceding such date, unless the Committee in its sole discretion shall
determine otherwise in a fair and uniform manner. For this purpose, the
Closing Price of the Shares on any business day shall be (i) if the Shares
are listed or admitted for trading on any United States national securities
exchange, the last reported sale price of Shares on such exchange, as
reported in any newspaper of general circulation, (ii) if Shares are quoted
on NASDAQ, or any similar system of automated dissemination of quotations
of securities prices in common use, the mean between the closing high bid
and low asked quotations for such day of Shares on such system, (iii) if
neither clause (i) or (ii) is applicable, the mean between the high bid and
low asked quotations for Shares as reported by the National Daily Quotation
Service if at least two securities dealers have inserted both bid and asked
quotations for Shares on at least five of the ten preceding days, or (iv)
in lieu of the above, if
<PAGE>
actual transactions in the Shares are reported on a consolidated
transaction reporting system, the last sales price of the Shares on such
system.
(e) "Subsidiary" shall mean any corporation (other than the Company)
----------
in any unbroken chain of corporations beginning with the Company if, at the
time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
3. Exercise Price. The exercise price is $[Price] per Share.
--------------
4. Exercise Schedule. This Option shall be exercisable as follows:
-----------------
[Vesting].
5. Transferability. This Option is not transferable otherwise than by
---------------
will or the laws of descent and distribution and during the lifetime of the
Optionee is exercisable only by the Optionee, his guardian or legal
representative.
6. Termination of Option.
---------------------
(a) The unexercised portion of this Option shall automatically and
without notice terminate and become null and void at the time of the
earliest to occur of the following:
(i) ninety (90) days after the date that an Optionee ceases to be
employed by the Company regardless of the reason therefore other than
----------
as a result of such termination by reason of death or mental or
physical disability of Optionee as determined by a medical doctor
satisfactory to the Committee or as a result of such termination of
Optionee for cause;
(ii) one (1) year after the date that the Optionee suffers a
mental or physical disability as determined by a medical doctor
satisfactory to the Committee;
(iii) (A) one (1) year after the date that Optionee ceases to
be employed by the Company by reason of Death of the Optionee, or (B)
six (6) months after the date on which the Optionee shall die if that
shall occur during the ninety-day period described in Subsection
6(a)(i) or the one-year period described in Subsection 6(a)(ii);
(iv) the date that Optionee ceases to be employed by the Company
as a result of the termination of such position for cause; and
(v) [Expire].
2
<PAGE>
(b) The Committee in its sole discretion may, by giving written notice
("cancellation notice") cancel, effective upon the date of the consummation
of any of the following corporate transactions, all or any portion of this
Option which remains unexercised on such date:
(i) any transaction (which shall include a series of transactions
occurring within 60 days or occurring pursuant to a plan), which has
the result that shareholders of the Company immediately before such
transaction cease to own at least 51% of the voting stock of the
Company or of any entity which results from the participation of the
Company in a reorganization, consolidation, merger, liquidation or any
other corporate transaction;
(ii) a merger, consolidation, reorganization, liquidation or
dissolution in which the Company does not survive;
(iii) a sale, lease, exchange or other disposition of all or
substantially all of the property and assets of the Company.
Such cancellation notice shall be given a reasonable period of time prior
to the proposed date of such cancellation and may be given either before or
after shareholder approval of such corporate transaction.
(c) The Committee in its sole discretion shall have the power to
cancel, effective upon the date determined by the Committee in its sole
discretion, all or any portion of this Option which is then exercisable
(whether or not accelerated by the Committee) upon payment to the Optionee
of cash in an amount which, in the absolute discretion of the Committee, is
determined to be equal to the excess of (i) the aggregate Fair Market Value
of the Shares subject to such Option on the effective date of the
cancellation over (ii) the aggregate exercise price of such Option.
7. Payment of Exercise Price. This Option shall be deemed exercised when
-------------------------
(i) the Company has received written notice of such exercise in accordance with
the terms of this Option, (ii) full payment of the aggregate option price of the
Shares as to which this Option is exercised has been made, and (iii)
arrangements which are satisfactory to the Committee in its sole discretion have
been made for the Optionee's payment to the Company of the amount which the
Committee determines to be necessary for the Company or the Subsidiary employing
the Optionee to withhold in accordance with applicable federal or state income
tax withholding requirements. The option price of any Shares purchased shall be
paid solely in cash, by certified or cashier's check, by money order, with
Shares (but with Shares only if permitted by the Committee in its sole
discretion at the time of exercise) or by a combination of the above; provided,
however, that the Committee in its sole discretion may accept a personal check
in full or partial
3
<PAGE>
payment of any Shares. If the exercise price is paid in whole or in part with
Shares, the value of the Shares surrendered shall be their Fair Market Value at
the date of exercise.
8. Adjustment of Shares.
--------------------
(a) If at any time after [Date] (the date of the grant of this Option)
while any unexercised portion of this Option is outstanding, there shall be
any increase or decrease in the number of issued and outstanding Shares
through the declaration of a stock dividend or through any recapitalization
resulting in a stock split-up, combination or exchange of Shares, then
appropriate adjustment shall be made in the number of Shares and the
exercise price per Share of such outstanding portion of this Option, so
that the same proportion of the Company's issued and outstanding Shares
shall continue to be subject to purchase at the same aggregate exercise
price.
(b) The Committee may change the terms of any outstanding portion of
this Option with respect to the exercise price or the number of Shares
subject to the Option, or both, when, in its sole discretion, such
adjustment becomes appropriate by reason of any corporate transaction (as
defined in Treasury Regulation Section 1.425-1(a)(1)(ii)).
(c) Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities
convertible into shares of capital stock of any class, either in connection
with direct sale or upon the exercise of rights or warrants to subscribe
therefore, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to any outstanding portion of this
Option.
(d) Without limiting the generality of the foregoing, the existence of
any outstanding portion of this Option shall not affect in any manner the
right or power of the Company to make, authorize or consummate (1) any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (2) any merger or
consolidation of the Company; (3) any issuance by the Company of debt
securities, or preferred or preference stock which would rank above the
Shares subject to outstanding Options; (4) the dissolution or liquidation
of the Company; (5) any sale, transfer or assignment of all or any part of
the assets or business of the Company; or (6) any other corporate act or
proceeding, whether of a similar character or otherwise.
9. Issuance of Shares. No person shall be, or have any of the rights or
------------------
privileges of, a shareholder of the Company with respect to any of the Shares
subject to this Option unless and until certificates representing such Shares
shall have been issued
4
<PAGE>
and delivered to such person. As a condition of any transfer of the certificate
for Shares, the Committee may obtain such agreements or undertakings, if any, as
it may deem necessary or advisable to assure compliance with any provision of
the Plan, this Option or any law or regulation including, but not limited to,
the following:
(i) A representation, warranty, or agreement by the Optionee to
the Company, at the time any Option is exercised, that he is acquiring
the Shares to be issued to him for investment and not with a view to,
or for sale in connection with, the distribution of any such Shares,
and
(ii) A representation, warranty, or agreement to be bound by any
legends that are, in the opinion of the Committee, necessary or
appropriate to comply with the provisions of any securities law deemed
by the Committee to be applicable to the issuance of the Shares and are
endorsed upon the Share certificates.
Share certificates issued to an Optionee who is a party to any shareholders
agreement or a similar agreement shall bear the legends contained in such
agreements.
10. Withholding. Prior to the issuance of any Shares to Optionee under
-----------
this Option, Optionee shall pay to the Company in a form satisfactory to the
Committee the amount (if any) which the Committee reasonably determines to be
necessary for the Company or the Subsidiary which employs the Optionee to
withhold in accordance with applicable income tax withholding requirements.
11. No Right to Continue Employment. This Option shall not confer upon
-------------------------------
the Optionee any right to continued employment for the length of the vesting
schedule or for any portion thereof.
12. Law Governing. This Agreement is to be performed in the State of
-------------
Texas and shall be construed and enforced in accordance with and governed by the
laws of such state.
13. Interpretation. The Optionee accepts this Option subject to all the
--------------
terms and provisions of the Plan and this Agreement. The undersigned Optionee
hereby accepts as binding, conclusive and final all decisions or interpretations
of the Committee upon any questions arising under the Plan and this Agreement.
14. Severability. If any provision of this Agreement is invalid, illegal
------------
or unenforceable, the remaining provisions shall not be affected.
15. Notices. Any notice under this Agreement shall be in writing and
-------
shall be deemed to have been duly given when delivered personally or when
deposited in the United States mail, registered, postage prepaid, and addressed,
in the case of the Company, to the Secretary of the Company at the address
indicated on the signature page
5
<PAGE>
of this Agreement, or if the Company should move its principal office, to such
principal office, and, in the case of the Optionee, to his last permanent
address shown on the Company's records, subject to the right of either party to
designate some other address at any time hereafter in a notice satisfying the
requirement of this section.
16. Heirs, Successors and Assigns. Each and all of the covenants, terms,
-----------------------------
provisions and agreements contained herein shall be binding upon and inure to
the benefit of the Optionee's heirs, legal representatives, successors and
assigns.
17. Originals. This Agreement may be executed in duplicate originals, the
---------
production of either of which shall be sufficient for all purposes for the proof
of the terms of this Agreement.
AMERICREDIT CORP.
801 Cherry St., Suite 3900
Fort Worth, Texas 76102
By: ___________________________
CLIFTON H. MORRIS, JR.
Chairman of the Board and
Chief Executive Officer
__________________________________
[firstname] [lastname]
6
<PAGE>
EXHIBIT 5.1
[J & G LETTERHEAD]
February 23, 2000
AmeriCredit Corp.
801 Cherry Street
Suite 3900
Fort Worth, Texas 76102
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 23, 2000, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 3,000,000
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
Management Stock Option Plan of 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:
<PAGE>
AmeriCredit Corp.
February 23, 2000
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.
Mike May, Esq.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 4, 1999 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders of
AmeriCredit Corp., which is incorporated by reference in AmeriCredit Corp.'s
Annual Report on Form 10-K for the year ended June 30, 1999.
PRICEWATERHOUSECOOPERS LLP
Fort Worth, Texas
February 18, 2000
