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As filed with the Securities and Exchange Commission on June 20, 1996.
Registration No. 33-___________________
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SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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AMERICAN STUDIOS, INC.
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA 56-1758321
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
11001 Park Charlotte Boulevard
Charlotte, North Carolina 28273
(Address of Principal Executive Offices, including zip code)
AMERICAN STUDIOS, INC.
EQUITY COMPENSATION PLAN
(Full Title of the Plan)
J. Robert Wren, Jr. Copy to:
American Studios, Inc. Elizabeth G. Wren, Esq.
11001 Park Charlotte Boulevard Petree Stockton, L.L.P.
Charlotte, North Carolina 28273 3500 One First Union Center
(704) 588-4351 301 South College Street
(Name, Address, and Telephone Charlotte, NC 28202
Number of Agent for Service) (704) 338-5000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Offering Registration
To Be Registered Registered Per Share Price Fee
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Common Stock,
<S> <C> <C> <C> <C>
$0.001 Par Value 400,000 (1) $1.09375 (2) $437,500 $150.86
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(1) This Registration Statement also includes such indeterminate number of
additional shares of the Common Stock of the Registrant as may be
issuable as a result of stock splits, stock dividends or similar
transactions as described in the Equity Compensation Plan.
(2) Estimated solely for purposes of calculating the registration fee. The
maximum offering price per share is based upon the average of the high
and low prices of the Common Stock of the Registrant as reported on The
Nasdaq Stock Market on June 18, 1996.
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Incorporation of Previous Registration Statement
Pursuant to General Instruction E of Form S-8, this Registration
Statement is filed solely to register an additional 400,000 shares of the Common
Stock of the Registrant under the American Studios, Inc. Equity Compensation
Plan. Pursuant to General Instruction E, the contents of the Registrant's Form
S-8 Registration Statement No. 33-80415 are hereby incorporated herein by
reference.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 County of Mecklenburg, State of North Carolina, on this
19th day of June, 1996.
AMERICAN STUDIOS, INC.
By: /s/ J. Robert Wren, Jr.
J. Robert Wren, Jr., Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints J. Robert Wren, Jr. and R. Kent Smith,
and each of them, his true and lawful attorneys-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, 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 attorney-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
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NAME TITLE DATE
<S> <C> <C>
/s/ J. Robert Wren, Jr. Chief Executive Officer and Director (Principal June 19, 1996
J. ROBERT WREN, JR. Executive Officer)
/s/ Shawn W. Poole Executive Vice President, Treasurer, Secretary, June 19, 1996
SHAWN W. POOLE and Chief Financial Officer (Principal Financial
Officer and Principal Accounting Officer)
/s/ Randy J. Bates Special Advisor to the Chief Executive Officer June 19, 1996
RANDY J. BATES and the Board of Directors and Chairman of
the Board of Directors
/s/ Joseph P. Bolger Director June 19, 1996
JOSEPH P. BOLGER
/s/ Bradley P. Cost Director June 19, 1996
BRADLEY P. COST
/s/ John D. Ferrell Director June 19, 1996
JOHN D. FERRELL
/s/ Alan P. Shaw Director June 19, 1996
ALAN P. SHAW
/s/ R. Kent Smith Director June 19, 1996
R. KENT SMITH
/s/ Norman V. Swenson, Jr. Director June 19, 1996
NORMAN V. SWENSON, JR.
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EXHIBIT INDEX
Exhibit No. Description
5 Legal opinion of Petree Stockton, L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Petree Stockton, L.L.P. (Contained in
Exhibit 5).
24 Power of Attorney (Contained on signature page).
4
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EXHIBIT 5
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<S> <C> <C>
PETREE STOCKTON
ATTORNEYS AT LAW
3500 ONE FIRST UNION CENTER
1001 WEST FOURTH STREET CHARLOTTE, NORTH CAROLINA 28202-6001 4101 LAKE BOONE TRAIL, SUITE 400
WINSTON-SALEM, NORTH CAROLINA 27101-2400 (704) 338-5000 FAX (704) 338-5125 RALEIGH, NORTH CAROLINA 27607-6519
(919) 725-2351 FAX (919) 723-2610 (919) 420-1700 FAX (919) 420-1800
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June 19, 1996
American Studios, Inc.
11001 Park Charlotte Blvd.
Charlotte, North Carolina 28273
Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement"), to be filed by American Studios, Inc. (the "Company") with the
Securities and Exchange Commission on or about June 20, 1996, under the
Securities Act of 1933, as amended, relating to the proposed public offering of
an aggregate of an additional 400,000 shares (the "Shares") of common stock of
the Company, par value $0.001 per share, by the Company pursuant to the American
Studios, Inc. Equity Compensation Plan (the "Plan").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of that
examination, we advise you that, in our opinion, the Shares have been duly and
validly authorized and, when issued and paid for in accordance with the terms of
the Plan and any award agreement thereunder and upon the termination or lapse of
any restrictions set forth in any award agreement under the Plan and the
delivery of the certificates representing the Shares so issued, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name whenever appearing in
the Registration Statement. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Securities Act of 1933.
Very truly yours,
/s/ Petree Stockton, L.L.P.
PETREE STOCKTON, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
American Studios, Inc. on Form S-8 of our report dated March 27, 1996,
appearing in the Annual Report on Form 10-K of American Studios, Inc. for the
year ended December 31, 1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
June 14, 1996
