Registration
No. 33-87132
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT No. 1
TO
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
EARL SCHEIB, INC.
---------------------------------------------------
(Exact name of Registrant as specified in charter)
Delaware 95-1759002
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8737 Wilshire Boulevard, Beverly Hills, California 90211
- ---------------------------------------------------- ----------
(Address of Registrant's Principal Executive Offices) (Zip Code)
------------------------------------------
EARL SCHEIB, INC.
STOCK OPTION AGREEMENT
(Full title of the plan)
DAVID I. SUNKIN
Vice President and General Counsel
8737 Wilshire Boulevard
Beverly Hills, California 90211
310-652-4880
(Name, address and telephone number of agent for service)
------------------------------------------
Copy to:
MARK A. BONENFANT, ESQ.
BUCHALTER, NEMER, FIELDS & YOUNGER,
A PROFESSIONAL CORPORATION
601 South Figueroa Street, Suite 2400
Los Angeles, California 90017
(213) 891-0700
1
<PAGE>
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
This Registration Statement relates to the amendment of the Earl Scheib,
Inc. Stock Option Agreement to change the exercise price to $6-3/8. The content
of the Registration Statement on Form S-8, Registration No. 33-87132 filed with
the Securities and Exchange Commission on December 8, 1994 is hereby incorpo-
rated by reference.
ITEM 1. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement and are deemed to be a part thereof from the date of
filing such documents.
(a) The Corporation's Registration Statement No. 2-49078 on Form S-8, as
amended, effective as of June 19, 1973.
(b) The Corporation's Current Report on Form 8-K, dated as of February
29, 1992;
(c) The Corporation's Annual Report on Form 10-K for the fiscal year
ended April 30, 1995;
(d) Quarterly Report on Form 10-Q for the quarter ended July 31, 1995;
(e) Quarterly Report on Form 10-Q for the quarter ended October 31, 1995;
(f) Quarterly Report on Form 10-Q for the quarter ended February 29,
1996;
(g) The Corporation's Current Report on Form 8-K, dated as of March 5,
1996.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered 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 herein or in a document, all or a portion of
which is 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 in any subsequently filed document which also is or is
deemed to be incorporated by reference 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 2. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 3. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
<PAGE>
ITEM 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of Delaware provides, in
summary, that the directors and officers of the Corporation may, under certain
circumstances, be indemnified by the Corporation against all expenses
incurred by or imposed upon them as a result of actions, suits or proceedings
brought against them as such directors and officers, or as directors or
officers of any other organization at the request of the Corporation, if they
act in good faith and in a manner they reasonably believe to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, have no reasonable cause to believe their
conduct was unlawful, except that no indemnification shall be made against
expenses in respect to any claim, issue or matter as to which they shall have
been adjudged to be liable to the Corporation unless and only to the extent
that the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all
the circumstances of the case, they are fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper. Section 145
of the Delaware General Corporation Law also provides that directors
and officers of the Corporation are entitled to such indemnification by
the Corporation to the extent that such persons are successful on the merits or
otherwise in defending any such action, suit or proceeding. The Corporation's
Bylaws provide for the indemnification by the Corporation of officers and
directors to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law.
Section 102 of the Delaware General Corporation Law provides that a
corporation, in its Certificate of Incorporation, may eliminate the personal
liability of its directors to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, other than liability for
(1) any breach of the director's duty of loyalty to the corporation of its
stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) any transaction from
which the director derived an improper personal benefit and (4) unlawful payment
of dividends or unlawful stock purchases or redemptions. The Corporation's
Certificate of Incorporation provides for the elimination of personal liability
of its directors as permitted by Section 102 of the Delaware General Corporation
Law.
The Corporation maintains a Directors and Officer's Insurance Policy for
the benefit of its directors and officers.
ITEM 5. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 6. EXHIBITS.
The Exhibits filed herewith are listed on the Exhibit Index on page 6.
ITEM 7. UNDERTAKINGS.
1. The undersigned registrant hereby undertakes:
(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement.
3
<PAGE>
(iii) 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.
(b) 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.
(c) 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.
2. 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 this
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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 expense 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 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 of 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 Beverly Hills, State of California, on June 12, 1996.
EARL SCHEIB, INC.,
a Delaware Corporation
By /s/ Daniel A. Siegel
----------------------
Daniel A. Seigel
President and
Chief Executive Officer
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Daniel A. Siegel President, Chief June 12, 1996
----------------------- Executive Officer and
Daniel A. Siegel Director (Principal
Executive Officer)
/s/ John Branch Senior Vice President June 12, 1996
---------------------- and Chief Financial
John Branch Officer (Principal
Financial Officer)
/s/ Philip Wm. Colburn Director June 12, 1996
----------------------
Philip Wm. Colburn
/s/ Alexander L. Kyman Director June 12, 1996
----------------------
Alexander L. Kyman
/s/ Donald R. Scheib Director June 12, 1996
----------------------
Donald R. Scheib
Director June __, 1996
----------------------
Robert L. Spencer
/s/ Robert Wilkinson Director June 12, 1996
----------------------
Robert Wilkinson
5
<PAGE>
EXHIBIT INDEX
Exhibit Page
Number Exhibit Number
------ ------- ------
5* Opinion of Buchalter, Nemer, Fields & Younger,
a Professional corporation
23.1 Independent Auditor's Consent
23.2* Legal Counsel Consent is contained in Exhibit 5
_______________________________
* Incorporated by reference to the initial filing of this Registration
Statement No. 33-87132.
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
---------------------------------------------------
Earl Scheib, Inc.
Beverly Hills, California
We hereby consent to the use in the Registration Statement on Form S-8,
Registration Number 33-87132 of our report dated June 26, 1995, relating to
the audit of the consolidated financial statements and schedules of Earl
Scheib, Inc. and Subsidiaries which are contained in and incorporated by
reference to the Annual Report on Form 10-K for the year ended April 30,
1995.
/s/BDO Seidman, LLP
BDO SEIDMAN, LLP
Los Angeles, California
June 5, 1996
