As filed with the Securities and Exchange Commission on June 30, 1997
Registration No. 33-77948
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JACKSON HEWITT INC.
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1349705
(State or Other Jurisdiction of (I.R.S. Employer ID No.)
Incorporation or Organization)
4575 Bonney Road
Virginia Beach, Virginia 23462
(Address of Principal Executive Office) (Zip Code)
JACKSON HEWITT INC.
1994 Long-Term Incentive Plan
(Full Title of the Plan)
John M. Paris, Jr., Esq.
Kaufman & Canoles, P.C.
P. O. Box 3037
Norfolk, VA 23514-3037
(Name and Address of Agent for Service)
(757) 624-3181
(Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee(1)
================================================================================
Common Stock,
$0.02 par value per share 500,000 $10.44 $5,220,000 $1,581.82
================================================================================
(1) Pursuant to Rules 457(c) and 457(h), the registration fee was
computed using $10.44 per share of Common Stock, the average of the
high and low sales prices of the Common Stock reported by the Nasdaq
Stock Market's National Market System as of June 25, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
The following documents of Jackson Hewitt Inc., a Virginia
corporation (the "Company"), filed with the Securities and
Exchange Commission (the "Commission"), are incorporated by reference
into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB
for the Company's fiscal year ended April 30, 1996 filed pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(b) All reports filed by the Company pursuant to
Section 13(a) of the 1934 Act since the end of the Company's fiscal
year ended April 30, 1996.
(c) The description of the Common Stock of the
Company contained in the Company's Registration Statement on Form 10-SB
filed on August 31, 1993, as amended, under the 1934 Act.
All reports and other documents subsequently
filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the 1934 Act prior to the filing of a post-effective amendment 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 into this Registration
Statement and to be part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated
into this Registration Statement by reference shall be deemed to be
modified or superseded for the purposes of this Registration Statement
to the extent that a statement contained in this Registration
Statement or in any other subsequently filed document which also is or
is deemed to be incorporated into this Registration Statement by
reference modifies or replaces such statement.
Item 4: Description of Securities.
Not applicable.
<PAGE>
Item 5: Interests of the Named Experts and Counsel.
Not applicable.
Item 6: Indemnification of Directors and Officers.
Section 13.1-692.1 of the Virginia Stock Corporation Act
(the "Act") provides that in any proceeding brought by or in the right
of a corporation or brought by or on behalf of shareholders of the
corporation, the damages assessed against an officer of director arising
out of a single transaction, occurrence or course of conduct shall
not exceed the lesser of (1) the monetary amount, including the
elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a
limitation on or elimination of the liability of the officer or
director, or (2) the greater of (i) $100,000 or (ii) the amount of cash
compensation received by the officer or director from the
corporation during the 12 months immediately preceding the act or
omission for which liability was imposed. The liability of an officer
or director may not be limited under this section of the Act if the
officer or director engaged in willful misconduct or a knowing
violation of the criminal law or of any federal or state securities
law, including, without limitation, any claim of unlawful insider
trading or manipulation of the market for any security.
Section 13.1-697 of the Act authorizes a Virginia
corporation to indemnify an individual made a party to a proceeding
because he is or was a director against liability incurred in the
proceeding. A Virginia corporation may not indemnify a director under
this section in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation
or in connection with any other proceeding charging improper personal
benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal
benefit was improperly received by him. Section 13.1-698 of the Act
provides that, unless limited by its Articles of Incorporation, a
Virginia corporation must indemnify a director who entirely prevails in
the defense of any proceeding to which he was a party because he is
or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. Section 13.1-702 of
the Act authorizes a Virginia corporation to indemnify its officers,
employees or agents to the same extent as directors.
Article h. of the Company's Articles of Incorporation provides
that the liability of officers and directors of the Company for
damages is eliminated with respect to any proceeding brought by or
in the right of the Company or brought by or on behalf of the
shareholders of the Company; provided, however, that such liability
shall not be eliminated or limited if the officer or director
engaged in willful misconduct or a knowing violation of the criminal
law or of any federal or state securities law, including, without
limitation, any claim of unlawful insider trading or manipulation of
the market for any security.
Article g. of the Company's Article of Incorporation provides
that the Company (i) shall indemnify its directors, officers, employees
and agents, and all persons who at any time served as directors,
officers, employees or agents of the Company to the extent permitted,
and in the manner provided by, the Act, and (ii) shall have the power to
<PAGE>
make any other or further indemnity permitted under the laws of the
Commonwealth of Virginia.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
The exhibits on the accompanying Exhibit Index are
filed or incorporated by reference as part of this Form S-8 and the
Exhibit Index is incorporated herein by reference.
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 this
Registration Statement or any material change to such information in
this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) 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 the time shall be deemed to be the initial bona fide
offering thereof.
(h) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 it he
Act and will be governed by the final adjudication of such issue
<PAGE>
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 Virginia Beach, Commonwealth of Virginia, on June 30, 1997.
JACKSON HEWITT INC.
By: /s/ Keith E. Alessi
--------------------------------------
Keith E. Alessi, Chief Executive
Officer, President and Chairman of the
Board of Directors
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated. Each person in
so signing, also makes, constitutes and appoints Keith E. Alessi and
Christopher Drake, and each of them individually, his true and lawful
attorney-in-fact in their place and stead, to execute and cause to be
filed with the Securities and Exchange Commission any and all
amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
Signature
/s/ Keith E. Alessi June 30, 1997
- -----------------------------------------------------
Keith E. Alessi, Chief Executive Officer,
President and Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Harry W. Buckley June 30, 1997
- -----------------------------------------------------
Harry W. Buckley, Director
<PAGE>
/s/ Michael E. Julian, Jr. June 30, 1997
- --------------------------------------------
Michael E. Julian, Jr., Director
/s/ Harry S. Gruner June 30, 1997
- -----------------------------------------------------
Harry S. Gruner, Director
/s/ William P. Veillette June 30, 1997
- -----------------------------------------------------
William P. Veillette, Director
/s/ Christopher Drake June 30, 1997
- -----------------------------------------------------
Christopher Drake, Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)
<PAGE>
JACKSON HEWITT INC. EXHIBIT INDEX
The following exhibits are filed herewith unless
otherwise indicated:
Sequential Page
Number Description Number
--------------------------------------------------
4.1 Articles of Incorporation of Jackson Hewitt Inc., as amended *
(incorporated herein by reference to the Registrant's
Registration Statement on Form 10-SB, Registration No. 0-22324,
filed with the Securities and Exchange Commission on August 31,
1993, as amended).
4.2 Amended and Restated Bylaws of Jackson Hewitt Inc., dated June *
1995 (incorporated herein by reference to the Registrant's Form
SB-2, Commission File No. 33-94162, previously filed with the
Commission on June 30, 1995).
**5.1 Opinion of Kaufman & Canoles, P.C.
**23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Kaufman & Canoles (included in the opinion filed
as Exhibit 5.1 to this Registration Statement).
24 Powers of Attorney (included on the signature pages of this
Registration Statement).
99.1 Amended and Restated 1994 Long-Term Incentive Plan of Jackson *
Hewitt Inc. (incorporated herein by reference to the
Registrant's Definitive Proxy Statement on Schedule 14A
previously filed with the Commission on September 11, 1996).
- --------------------------
*Not filed herewith. In accordance with Rule 12b-32 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
the exhibit is incorporated by reference.
**Filed herewith.
June 30, 1997
Jackson Hewitt Inc.
4575 Bonney Road
Virginia Beach, VA 23462
Dear Sirs:
In connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), of 500,000 shares (the "Shares") of Common Stock, $.02
par value, of Jackson Hewitt Inc. (the "Company"), which may be
issued pursuant to the terms of the Company's Amended and Restated
1994 Long-Term Incentive Plan (the "Plan"), we hereby advise you
that in our opinion upon issuance pursuant to the terms of the Plan,
the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Kaufman & Canoles, P.C.
Kaufman & Canoles, P.C.
Exhibit 23. 1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Jackson Hewitt Inc.:
We consent to incorporation by reference in the registration statements on
Form S-8 of Jackson Hewitt Inc. of our report dated June 24, 1996, relating
to the consolidated balance sheets of Jackson Hewitt Inc. and subsidiary
as of April 30, 1995 and 1996, and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years
in the two-year period then ended, which report appears in the April 30, 1996
annual report on Form 10-K of Jackson Hewitt Inc.
Our report refers to the adoption of Statement of Financial Accounting Standards
(SFAS) No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR
LONG-LIVED ASSETS TO BE DISPOSED OF and SFAS No. 114, ACCOUNTING BY CREDITORS
FOR IMPAIRMENT OF A LOAN, as amended by SFAS No. 118, ACCOUNTING BY CREDITORS
FOR IMPAIRMENT OF A LOAN-INCOME RECOGNITION AND DISCLOSURE, in 1996.
Norfolk, Virginia
June 30, 1997
