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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EARL SCHEIB, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 95-1759002
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8737 WILSHIRE BOULEVARD, BEVERLY HILLS, CALIFORNIA 90211
(Address of Registrant's Principal Executive Offices) (Zip Code)
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EARL SCHEIB, INC.
1994 PERFORMANCE EMPLOYEE STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
DAVID I. SUNKIN, ESQ.
VICE PRESIDENT
AND GENERAL COUNSEL
EARL SCHEIB INC.
8737 Wilshire Boulevard, Beverly Hills, California 90211
310-652-4880
(Name, address and telephone number of agent for service)
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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
CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $5.375 $2,150,000 $597.70
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low
prices reported in the Consolidated Reporting System on
February 22, 1999.
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1
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REGISTRATION OF ADDITIONAL SECURITIES
The contents of an earlier Registration Statement, SEC file number
333-12461, are incorporated by reference into this registration statement.
On September 4, 1998, the Company's Shareholders approved Amendment No.
2 to the Earl Scheib, Inc. 1994 Performance Employee Stock Option Plan to
increase the number of shares of Common Stock reserved for issuance from 500,000
to 900,000.
SIGNATURES
THE REGISTRANT
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 February 22,
1999.
EARL SCHEIB, INC.,
a Delaware Corporation
By /s/ John Branch
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John Branch
Senior Vice President and Chief Financial Officer
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 February 22, 1999.
EARL SCHEIB, INC. 1994 PERFORMANCE EMPLOYEE
STOCK OPTION PLAN
By /s/ Alexander L. Kyman
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Alexander L. Kyman
Compensation Committee Chairman
By /s/ Stuart D. Buchalter
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Stuart D. Buchalter
Compensation Committee Member
2
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[LOGO]
EXHIBIT 5
File Number: S1298-0412
Direct Dial Number: (213) 891-5117
E-Mail Address: [email protected]
February 22, 1999
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Office of Applications and Reports Services
Re: Earl Scheib, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Earl Scheib, Inc., a Delaware corporation
(the "Company"), in connection with the registration of 400,000 shares of
Common Stock, $1.00 par value (the "Shares") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "1933 Act"), pursuant to an amended registration statement on Form S-8
(the "Registration Statement"). The Shares are being registered on behalf of
the Company and will be issued pursuant to the Company's 1994 Performance
Employee Stock Option Plan (the "Plan").
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5)(i) of Regulation S-K under the 1933 Act.
In our capacity as counsel to the Company, we have reviewed such
documents and made such inquiries as we have reasonably deemed necessary to
enable us to render the opinion expressed below. In all such review, we have
made certain customary assumptions such as the genuiness of all signatures,
the authenticity of all documents submitted to us as originals, the lack of
any undisclosed modifications, waivers, or amendments to any documents
reviewed by us and the conformity to authentic original documents of all
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BUCHALTER, NEMER, FIELDS & YOUNGER
Securities and Exchange Commission
Division of Corporate Finance
February 22, 1999
Page 2
documents submitted to us as conformed or photostatic copies. For purposes
of rendering this opinion, we have investigated such questions of law as we
have deemed necessary.
On the basis of the foregoing, and in reliance thereon and limitations
expressed herein, we are of the opinion that when the Shares are issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
legally issued, fully paid and non-assessable.
This opinion is limited to the present laws of the State of California and
of the United States of America, and the corporate law of the State of Delaware.
This opinion is solely for your information in connection with the offer
and sale of the Shares of the Company, and is not, without prior written consent
of this firm, to be quoted in full or in part or otherwise referred to in any
documents nor to be filed with any governmental agency or other persons, other
than the Commission and various state securities administrators in connection
with the qualification of the Shares, to which reference and filings we hereby
consent. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the 1933 Act or
the rules and regulations of the Commission.
Very truly yours,
/s/ Buchalter, Nemer, Fields & Younger
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Earl Scheib, Inc. on Form S-8 of our report dated July 10, 1998
appearing in the Annual Report on Form 10-K of Earl Scheib, Inc. for the year
ended April 30, 1998.
DELOITTE & TOUCHE LLP
February 17, 1999
