As filed with the Securities and Exchange Commission on June 20, 1996.
Registration No. 33-58306
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
----------
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------
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.
1992 EMPLOYEE STOCK PURCHASE 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
_______________________________________________________________________________
Removing from registration the shares of the Registrant's Common Stock
not yet issued under the American Studios, Inc. 1992 Employee Stock
Purchase Plan and supplying certain exhibits.
_______________________________________________________________________________
<PAGE>
The American Studios, Inc. 1992 Employee Stock Purchase Plan (the
"Plan") was terminated on February 27, 1996. In accordance with the undertaking
of the Registrant given pursuant to Item 512(a)(3) of Regulation SK, the
Registrant hereby (1) removes from registration the 118,264 shares of the
Registrant's Common Stock that are presently registered under the Registrant's
registration statement on Form S-8, Registration No. 33-58306, but which had not
been issued at the time of the termination of the Plan and, because of the
termination of the Plan, never will be issued and (2) supplies certain exhibits
described in Part II.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following exhibits, listed in accordance with the number assigned
to each in the exhibit table of Item 601 of Regulation S-K, are included in Part
II of this Registration Statement. Exhibit numbers omitted are not applicable.
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney (Contained on signature page).
2
<PAGE>
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 amendment
to 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
amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
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
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.
</TABLE>
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Deloitte & Touche LLP.
24 Power of Attorney (Contained on
signature page).
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 33-58306 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
<PAGE>
