<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
AMRE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-2041737
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
8585 N. STEMMONS FREEWAY
SOUTH TOWER
DALLAS, TEXAS 75247
(ADDRESS OF PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
1993 STOCK COMPENSATION PLAN, 1989 STOCK OPTION PLAN,
1985 STOCK OPTION PLAN AND OUTSIDE DIRECTORS STOCK OPTION PLAN
PURSUANT TO THE MERGER AGREEMENT DATED OCTOBER 31, 1995 WITH
FACELIFTERS HOME SYSTEMS, INC.
AND
WRITTEN CONTRACTS WITH CURRENT
OFFICERS AND DIRECTORS
(FULL TITLE OF THE PLAN)
ROBERT M. SWARTZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
8585 N. STEMMONS FREEWAY
SOUTH TOWER
DALLAS, TEXAS 75247
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(214) 658-6300
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
("Common Stock") . . . . . . . . . . 407,791(1) $ 5.97(3) $2,434,512.20(3) $ 839.49
- ------------------------------------------------------------------------------------------------------------
Common Stock . . . . . . . . . . . . 1,000,000(2) $4.6125(3) $ 4,612,500(3) $1,590.52
============================================================================================================
</TABLE>
1. Issuable upon exercise of options previously granted under the stock option
plans of Facelifters Home Systems, Inc.
2. Issuable to current Officers and Directors pursuant to written contracts.
3. Based upon a weighted average of the price at which the options may be
exercised solely for the purpose of calculating the registration fee.
----------------------
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION; AND ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION.
Not required to be included herewith.
The documents constituting Part I of this Registration Statement will be
sent or given to employees and directors of Facelifters Home Systems, Inc.
("Facelifters") as specified by Rule 428(b)(1) promulgated under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by AMRE, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which includes the consolidated balance sheets of the
Company as of December 31, 1994 and 1995, and the related consolidated
statements of operations, cash flows and stockholders' equity for the years
ended December 31, 1993, 1994 and 1995, together with the report of the
Company's independent public accountants contained therein.
(2) The Company's Proxy Statement dated April 26, 1996, relating to
the Annual Meeting of Stockholders to be held May 29, 1996.
(3) The description of the Company's Common Stock contained in the
Company's registration statement on Form S-1 (No. 33-11358) filed with the
Commission on January 16, 1987, as amended by Amendment No. 1 thereto filed
with the Commission on February 23, 1987, the Company's registration
statement filed pursuant to Rule 462(b) and the Final Prospectus.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
1
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Company's Certificate of Incorporation (the "AMRE Certificate"),
a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
to the fullest extent permitted by the Delaware General Corporation Law (the
"Delaware Act"). Specifically, a director of the Company will not be
personally liable for monetary damages for breach of a director's fiduciary
duty as a director, except for liability resulting from (i) any breach of the
director's duty of loyalty to the respective corporation or its stockholders,
(ii) act or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) unlawful payments of dividends or unlawful
stock repurchases or redemptions as provided in Section 174 of the Delaware Act
or (iv) any transaction from which the director derived an improper personal
benefit. These provisions do not limit the rights of the Company or its
stockholders, in appropriate circumstances, to seek equitable remedies such as
injunctive or other forms of non-monetary relief. The inclusion of the above
provisions in the AMRE Certificate may have the effect of reducing the
likelihood of derivative litigation against directors, and may discourage or
deter stockholders or management from bringing a lawsuit against directors for
breach of their duty of care, even though such an action, if successful, might
otherwise have benefitted the respective corporation and its stockholders.
Section 145 of the Delaware Act provides in part that a corporation shall
have the power to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have adjudged liable to the corporation. Any
such indemnification may be made only as authorized in each specific case upon
a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable
standard of conduct. Where an officer or a director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually or reasonably incurred.
Article 9 of the AMRE Certificate and Article 11 of the Bylaws of the
Company (the "AMRE Bylaws") provide for indemnification of directors and
officers, and Section 11.8 of the AMRE Bylaws provides for the authority to
purchase insurance with respect to indemnification of directors and officers.
Article 11 of the AMRE Bylaws provides that the Company shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the right of
the Company) by reason of the fact that he is or was or has agreed to become a
director, officer, employee or agent of the Company, or is or was serving or
has agreed to serve at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason
2
<PAGE> 4
of any action alleged to have been taken or omitted in such capacity, against
costs, charges, expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding to the fullest extent
permitted by Delaware law.
The right to indemnification under Article 11 of the AMRE Bylaws is a
contract right which includes, with respect to directors, officers, employees
and agents, the right to be paid by the Company the costs, charges and expenses
incurred in defending a civil or criminal action, suit or proceeding in advance
of its disposition; provided, however, that the payment of such costs, charges
and expenses incurred by a director or officer in his capacity as a director
and officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer) in advance of the final disposition
of such action, suit or proceeding shall be made only upon delivery to the
Company of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under Article 11 of the
AMRE Bylaws or otherwise.
Finally, individual Indemnification Agreements have been entered into
between the Company and each director of the Company which contractually
obligate the Company to provide to the directors (i) indemnification, (ii)
insurance and (iii) additional indemnification. The Indemnification
Agreements are for an unspecified period of time and are intended to indemnify
and hold harmless each director to the fullest extent permitted or authorized
by applicable law and the AMRE Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits, attached hereto.
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.
3
<PAGE> 5
(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.
(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 an 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) - (d) Not required.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(f) - (g) Not required.
(h) 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 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.
(i) - (j) Not required.
4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement on Form S-8 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on April 26, 1996.
AMRE, INC.
By: /s/ ROBERT M. SWARTZ
-------------------------------------
Robert M. Swartz
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby constitutes
and appoints each of Robert M. Swartz and C. Curtis Everett, and each or any of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute, and file with the
Securities and Exchange Commission and any state securities regulatory board or
commission any documents relating to the proposed issuance and registration of
the securities offered pursuant to this Registration Statement on Form S-8
under the Securities Act of 1933, as amended, including any and all amendments
relating thereto, with all exhibits and any and all documents required to be
filed with respect thereto and any regulatory authority, granting unto said
attorney, 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 in order to
effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorney-in-fact and agent, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JOHN D. SNODGRASS Chairman of the Board April 26, 1996
- ------------------------------------------ and Director
John D. Snodgrass
/s/ ROBERT M. SWARTZ Chief Executive Officer April 26, 1996
- ------------------------------------------ and Director
Robert M. Swartz
/s/ RONALD L. BLIWAS Director April 26, 1996
- ------------------------------------------
Ronald L. Bliwas
/s/ DENNIS S. BOOKSHESTER Director April 26, 1996
- ------------------------------------------
Dennis S. Bookshester
</TABLE>
S-1
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR P. FRIGO Director April 26, 1996
- ------------------------------------------
Arthur P. Frigo
/s/ STEPHEN P. HOLMES Director April 26, 1996
- ------------------------------------------
Stephen P. Holmes
/s/ JACK L. MACDONALD Director April 26, 1996
- ------------------------------------------
Jack L. MacDonald
/s/ DAVID L. MOORE Director April 26, 1996
- ------------------------------------------
David L. Moore
/s/ ROBERT W. PITTMAN Director April 26, 1996
- ------------------------------------------
Robert W. Pittman
/s/ SHELDON I. STEIN Director April 26, 1996
- ------------------------------------------
Sheldon I. Stein
/s/ JOHN S. VANECKO Principal Financial and April 26, 1996
- ------------------------------------------ Accounting Officer
John S. Vanecko
</TABLE>
S-2
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
- ------ ------- --------------
<S> <C> <C>
4.1 Rights Agreement, dated as of November 13, 1992,
by and between the Company and the Bank of New
York, as successor Rights Agent to The Frost
National Bank of San Antonio, as Rights Agent
(incorporated by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A,
dated November 19, 1992).
5* Opinion regarding legality.
23.1* Consent of Arthur Andersen LLP.
23.2* Consent of Akin, Gump, Strauss, Hauer & Feld,
L.L.P. (included in the Exhibit 5 opinion filed
herewith).
24* Power of Attorney (included on Pages S-1 through
S-2 of this Registration Statement).
27* Financial Data Schedule.
* Filed herewith.
</TABLE>
E-1
<PAGE> 1
EXHIBIT 5
[AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. LETTERHEAD]
April 24, 1996
AMRE, Inc.
8585 North Stemmons Freeway
South Tower
Dallas, Texas 75247
Gentlemen:
We have acted as counsel to AMRE, Inc., a Delaware corporation (the
"Company"), in connection with the proposed merger between a wholly-owned
subsidiary of the Company and Facelifters Home Systems, Inc., a Delaware
corporation ("Facelifters"), whereby the Company will issue approximately
3,565,680 shares of common stock of the Company, par value $0.01 per share (the
"Common Stock"), in exchange for all of the outstanding shares of Facelifters
common stock, par value $0.01 per share (the "Facelifters Common Stock"), and
Facelifters will be merged with a wholly-owned subsidiary of the Company
pursuant to the terms of an Agreement and Plan of Merger dated as of October
31, 1995, as amended (the "Merger Agreement"), by and between the Company, AMRE
Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Merger Sub"), Facelifters and Facelifters Home Systems, Inc., a New
York corporation. In addition, pursuant to the terms of the Merger Agreement,
approximately 407,791 shares of Common Stock will be reserved for issuance to
holders of options to acquire Facelifters Common Stock.
We have, as counsel, examined originals or photostatic, certified or
conformed copies of all such agreements, documents, instruments, corporate
records, certificates of public officials, public records, and certificates of
officers of the Company as we have deemed necessary, relevant or appropriate to
enable us to render the opinions listed below. In rendering such opinions, we
have assumed the genuineness of all signatures and the authenticity of all
documents examined by us. As to various questions of fact material to such
opinions, we have relied upon representations of the Company.
Based upon such examination and representations, we advise you that,
subject to approval by a majority of the stockholders of the Company of an
amendment to the Company's certificate of incorporation to increase the number
of authorized shares of the Company, in our opinion:
<PAGE> 2
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AMRE, Inc.
April 24, 1996
Page 2
A. The shares of Common Stock which are to be issued or reserved for
issuance to the stockholders of Facelifters, as contemplated by the Merger
Agreement, have been duly and validly authorized by the Company.
B. The shares of Common Stock which are to be issued and delivered by the
Company to the Facelifters stockholders will be validly issued, and upon
receipt by the Exchange Agent of certificates representing shares of
Facelifters Common Stock as contemplated in the Merger Agreement (or, in the
case of lost Facelifters stock certificates, compliance with the procedures set
forth in the Merger Agreement), will be fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 and to the reference to this firm under the
caption "Interests of Named Experts and Counsel" therein.
Sincerely,
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 27, 1996
included in AMRE, Inc.'s Form 10-K for the year ended December 31, 1995 and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
April 25, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 10,658
<SECURITIES> 8,484
<RECEIVABLES> 7,445
<ALLOWANCES> 690
<INVENTORY> 6,080
<CURRENT-ASSETS> 37,917
<PP&E> 20,306
<DEPRECIATION> 14,676
<TOTAL-ASSETS> 54,314
<CURRENT-LIABILITIES> 37,728
<BONDS> 241
3,000
0
<COMMON> 146
<OTHER-SE> 13,199
<TOTAL-LIABILITY-AND-EQUITY> 54,314
<SALES> 271,337
<TOTAL-REVENUES> 271,337
<CGS> 88,451
<TOTAL-COSTS> 88,451
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 789
<INTEREST-EXPENSE> 14
<INCOME-PRETAX> (23,908)
<INCOME-TAX> (1,523)
<INCOME-CONTINUING> (22,383)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (22,385)
<EPS-PRIMARY> (1.73)
<EPS-DILUTED> (1.73)
</TABLE>
