<PAGE>
As filed with the Securities and Exchange Commission on January 4, 2001
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)
2000 LIMITED OMNIBUS 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.
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
<TABLE>
<CAPTION>
Title of Proposed Proposed
securites maximum maximum
of Amount to offering aggregate Amount
to be be registered price per offering registration
registered (1)(2) share (3)(4) price (3)(4) fee (4)
<S> <C> <C> <C> <C>
Common 2,000,000 $26.69 $53,380,000 $13,882
</TABLE>
(1) Shares reserved for issuance under the 2000 Limited Omnibus 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
2,000,000 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
$26.69, which is the average of the highest and lowest selling price per share
of Common Stock on the New York Stock Exchange on January 2, 2001.
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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,
2000;
(2) our Quarterly Report on Form 10-Q for the three-month period ended
September 30, 2000;
(3) our Current Report on Form 8-K filed with the Commission on October
12, 2000;
(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
-----------------------
*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.
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(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 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 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.
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
<S> <C>
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, 2000, 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, 2000, 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, 2000, filed with the Commission).
4.4 2000 Limited Omnibus and Incentive Plan for AmeriCredit Corp.
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation.
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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).
</TABLE>
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
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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.
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, State of Texas, on
December 21, 2000.
AMERICREDIT CORP.
By /s/ Michael R. Barrington
------------------------------
Michael R. Barrington,
Vice Chairman, President,
Chief Executive Officer and
Director
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<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit
Numbered
No. Description of Exhibit Page
<S> <C> <C>
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, 2000,
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, 2000, 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, 2000, filed with the Commission).
4.4 2000 Limited Omnibus and Incentive Plan for 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).
</TABLE>
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below designates and appoints Michael R. Barrington, 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 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.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Clifton H. Morris, Jr. Chairman of the Board November 7, 2000
--------------------------
Clifton H. Morris, Jr.
Vice Chairman, President,
/s/ Michael R. Barrington Chief Executive Officer and November 7, 2000
-------------------------- Director
Michael R. Barrington
Vice Chairman, Chief
Financial Officer and Director
/s/ Daniel E. Berce (Principal Financial and November 7, 2000
-------------------------- Accounting Officer)
Daniel E. Berce
Executive Vice President
/s/ Edward H. Esstman and Chief Operating Officer, November 7, 2000
-------------------------- Auto Finance Division and
Edward H. Esstman Director
8
<PAGE>
/s/ James H. Greer Director November 7, 2000
--------------------------
James H. Greer
/s/ Kenneth H. Jones, Jr. Director November 7, 2000
--------------------------
Kenneth H. Jones, Jr.
/s/ A. R. Dike Director November 7, 2000
--------------------------
A. R. Dike
/s/ Douglas K. Higgins Director November 7, 2000
--------------------------
Douglas K. Higgins
</TABLE>
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