<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1999
Registration Statement No. 333-
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________
NATIONAL HOME CENTERS, INC.
(Exact name of registrant as specified in its charter)
Arkansas 71-0403343
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Highway 265 North
Springdale, Arkansas 72765
(Address of Principal Executive Offices)
National Home Centers, Inc.
1996 Long-Term Performance Plan
(Full Title of Plan)
Dwain A. Newman
Chief Executive Officer
National Home Centers, Inc.
Highway 265 North
Springdale, Arkansas 72765
(Name and address of agent for service)
(501) 756-1700
(Telephone number, including area code, of agent for service)
______________________
Copy of all communications to:
Fred M. Perkins III
Wright, Lindsey & Jennings LLP
200 West Capitol Avenue, Suite 2200
Little Rock, Arkansas 72201
(501) 371-0808
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Proposed Amount of
to be Registered Registered Maximum Offering Maximum Aggregate Registration Fee
Price Per Share Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 Shares N/A/1/ $328,125/2/ $91.22/2/
$.01 par value/2/
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Each share being registered may be issued at not less than the fair market
value of a share of Common Stock at the time of a distribution under the Plan.
/2/ Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h) and based on the average ($1.09375) of the high and low
prices of a share of Common Stock as reported on the Nasdaq Stock Market's Small
Cap Market on July 26, 1999.
- --------------------------------------------------------------------------------
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
National Home Centers, Inc. ("Registrant" or "Company") hereby
incorporates the following documents by reference into this Registration
Statement and makes them a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 31, 1999, filed on May 3, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and
(c) The description of the Company's common stock, $.01 par value,
contained in the Company's Form 8-A dated March 26, 1993, as amended
by Form 8 dated May 17, 1993, including any amendment or report filed
for the purpose of updating such description.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained or 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 part hereof.
All reports and other documents filed by the Company subsequent to the
date of this registration statement pursuant to Sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, 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 into this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 10 of the Company's Articles of Incorporation provides that, under
specified circumstances, the Company shall indemnify its directors, officers,
employees, or agents against expenses (including attorney's fees), judgments,
fines, and amounts paid in settlements actually and reasonably incurred by them
in connection with any action, suit, or proceeding brought by third parties by
reason of the fact that they were or are directors, officers, employees, or
agents if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation and, with respect
to any criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged
<PAGE>
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine upon application that the
defendant directors, officers, employees or agents are fairly and reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Article 11 of the Company's Articles of Incorporation provides that
the Company's directors will not be personally liable to the Company or its
stockholders for monetary damages resulting from breaches of their fiduciary
duty as directors except (a) for any breach of the duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Arkansas Code Annotated Section 4-27-833, which makes directors liable for
unlawful dividends or unlawful stock repurchases or redemptions, (d) for
transactions from which directors derive improper personal benefit, or (e) for
liability to any third party other than the Company or its stockholders based
upon an act, omission, transaction, or breach of duty.
The Company's directors and officers are also covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the federal securities laws, which might be incurred by them in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Exhibit
- ---------- -------
4.1 Amended and Restated Articles of Incorporation of National Home
Centers, Inc./1/
4.3 Amended and Restated Bylaws of the Company/1/
4.4 Form of certificate evidencing ownership of Common Stock of the
Company/1/
4.5 National Home Centers, Inc. 1996 Long-Term Performance Plan/2/
4.6 Form of Option Award Agreement
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of Arthur Andersen LLP
23.4 Consent of Wright, Lindsey & Jennings LLP (included as part of
Exhibit 5)
24.1 Powers of Attorney (included as part of signature page)
/1/ Incorporated by reference from National Home Centers, Inc. Form S-1
Registration Statement No. 33-60078, as amended, filed with the Securities and
Exchange Commission on March 26, 1993.
/2/ Incorporated by reference from National Home Centers, Inc. Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on May 1, 1997.
2
<PAGE>
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:
(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 the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b), if in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section13 or section15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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 section13(a) or section15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section15(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 that time shall be deemed to be the initial bona fide
offering thereof.
3
<PAGE>
(c) 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 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 in the Act and will be governed by the final
adjudication of such issue.
4
<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
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 Springdale, State of Arkansas, on July 26, 1999.
NATIONAL HOME CENTERS, INC.
By: /s/ DWAIN A. NEWMAN
-------------------------------------
Dwain A. Newman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Dwain A. Newman and Brent A.
Hanby, and each or either one of them, his true and lawful attorney-in-fact and
agent, 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 on Form S-8
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or 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 attorneys-in-
fact and agents or any of them, or their or his 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 or on behalf the following persons in
the capacities and on the date indicated.
July 26, 1999 By: /s/ DWAIN A. NEWMAN
--------------------------------------
Dwain A. Newman
Chairman of the Board and
Chief Executive Officer
July 26, 1999 By: /s/ DANNY R. FUNDERBURG
--------------------------------------
Danny R. Funderburg
President, Chief Executive Officer
and Director
July 26, 1999 By: /s/ ROGER A. HOLMAN
--------------------------------------
Roger A. Holman
Vice President, Purchasing --
Marketing and Director
5
<PAGE>
July 26, 1999 By: /s/ BRENT A. HANBY
--------------------------------------
Brent A. Hanby
Executive Vice President, Chief
Financial Officer and Director
July 26, 1999 By: /s/ RICHARD D. DENISON
--------------------------------------
Richard D. Denison
Director
July 26, 1999 By: /s/ DAVID W. TRUETZEL
--------------------------------------
David W. Truetzel
Director
6
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Exhibit
- ---------- -------
4.1 Amended and Restated Articles of Incorporation of National Home
Centers, Inc./1/
4.3 Amended and Restated Bylaws of the Company/1/
4.4 Form of certificate evidencing ownership of Common Stock of the
Company/1/
4.5 National Home Centers, Inc. 1996 Long-Term Performance Plan/2/
4.6 Form of Option Award Agreement
5.1 Opinion of Wright, Lindsey & Jennings LLP
23.1 Consent of Arthur Andersen LLP
23.4 Consent of Wright, Lindsey & Jennings LLP (included as part of
Exhibit 5)
24.1 Powers of Attorney (included as part of signature page)
/1/ Incorporated by reference from National Home Centers, Inc. Form S-1
Registration Statement No. 33-60078, as amended, filed with the Securities and
Exchange Commission on March 26, 1993.
/2/ Incorporated by reference from National Home Centers, Inc. Annual Report on
Form 10-K, filed with the Securities and Exchange Commission on May 1, 1997.
7
<PAGE>
EXHIBIT 4.6
NATIONAL HOME CENTERS, INC.
1996 LONG-TERM PERFORMANCE PLAN
(Amended and Restated Effective March 11, 1996)
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Date of Grant:
THIS AWARD AGREEMENT, dated as of the date of grant first dated above (the
"Date of Grant") is delivered by National Home Centers, Inc., an Arkansas
corporation ("the Company") to ____________________________ (the "Grantee") who
is an officer or employee of the Company or one of its subsidiaries (the
Grantee's employer is sometimes referred to herein as the "Employer").
WHEREAS, the Board of Directors of the Company (the "Board") on March 11,
1996, adopted the Amended and Restated National Home Centers, Inc. 1996 Long-
Term Performance Plan (the "Plan"); and
WHEREAS, the Plan was approved and ratified by the stockholders of the
Company at the Company's Annual Meeting on June 6, 1996; and
WHEREAS, the Plan provides for the granting of Nonqualified Stock Options by
the Incentive Compensation Committee appointed by the Board (the "Committee") to
directors, officers, and certain employees of the Company or any subsidiary of
the Company (excluding directors and officers who are not employees) to
purchase, or to exercise certain rights with respect to shares of the Company's
Common Stock, in accordance with the terms and provisions thereof; and
WHEREAS, the Committee considers the Grantee to be a person who is eligible
for the grant of Nonqualified Stock Options under the Plan, and has determined
that it would be in the best interest of the Company to grant the Nonqualified
Stock Option documented herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option Subject to the terms and conditions hereinafter set forth,
the Company, with the approval and at the direction of the Committee, hereby
grants to the Grantee as of the Date of Grant, an option to purchase up to
___________ shares of the Company's Common Stock at a price of $______ per share
(the "Exercise Price"), the fair market value of the Company's Capital Stock on
the Date of Grant. Such option is hereinafter referred to as the "Option" and
the shares of the Company's Capital Stock purchasable upon exercise of the
Option are hereinafter sometimes referred to as the "Option Shares." The Option
shall vest as follows: [Insert Vesting Schedule]
This Option is not intended to be an Incentive Stock Option as defined in
Section 422 of the Internal Revenue Code of 1986, and the Option granted under
this Award Agreement shall not be treated as an Incentive Stock Option whether
or not by its terms it meets the requirements of Section 422 of the Internal
Revenue Code.
8
<PAGE>
2. Termination of Option (a) Upon the occurrence of the Grantee's ceasing for
any reason to be employed by the Employer (such occurrence being a "Termination
of the Grantee's Employment"), the Option to the extent not previously
exercised, shall terminate and become null and void immediately upon such
Termination of the Grantee's Employment, except in a case where the Termination
of the Grantee's Employment is by reason of retirement, disability or death.
Upon a Termination of the Grantee's Employment by reason of retirement,
disability or death, the Option may be exercised during the following periods,
but only to the extent that the Option was outstanding and exercisable on any
such date of retirement, disability or death: (i) the one-year period following
the date of such Termination of the Grantee's Employment in the case of a
disability (within the meaning of Section 22(e)(3) of the Internal Revenue
Code), (ii) the six-month period following the date of issuance of letters
testamentary or letters of administration to the executor or administrator of a
deceased Grantee, in the case of the Grantee's death during his employment by
the Employer, but not later than one year after the Grantee's death, and (iii)
the three-month period following the date of such termination in the case of
retirement on or after attainment of age 65, or in the case of disability other
than described in (i) above.
(b) In the event of the death of the Grantee, the Option may be exercised by
the Grantee's legal representative(s), but only to the extent that the Option
would otherwise have been exercisable by the Grantee.
(c) A transfer of the Grantee's employment between the Company and any
subsidiary of the Company, or between any subsidiaries of the Company, shall not
be deemed to be a Termination of the Grantee's Employment.
(d) Notwithstanding any other provisions set forth herein or in the Plan,
any unexercised portion of the Option shall immediately be null and void if the
Grantee shall (i) commit any act of malfeasance or wrongdoing affecting the
Company or any subsidiary of the Company, including but not limited to,
disclosing to anyone outside of the Company any confidential information or
material relating to the business of the Company acquired by the Grantee either
during or after the Grantee's employment with the Company, without prior written
authorization from the Company; (ii) breach any covenant not to compete, or
employment contract, with the Company or any subsidiary of the Company; or (iii)
engage in conduct that would warrant the Grantee's discharge for cause
(excluding general dissatisfaction with the performance of the Grantee's duties,
but including any act of disloyalty or any conduct clearly tending to bring
discredit upon the Company or any subsidiary of the Company).
3. Exercise of Options (a) The Grantee may exercise the Option with respect
to all or any part of the number of Option Shares then exercisable hereunder by
giving the secretary of the Company written notice of intent to exercise. The
notice of exercise shall specify the number of Option Shares as to which the
Option is to be exercised and the date of exercise thereof (the "Exercise
Date"), which date shall be at least five days after the giving of such notice
unless an earlier time shall have been mutually agreed upon.
(b) Full payment (in U.S. dollars) by the Grantee of the option price for
the Option Shares purchased shall be made on or before the Exercise Date
specified in the notice of exercise in cash, or, with the prior written consent
of the Committee, in whole or in part by means of tendering previously acquired
shares of the Company's Capital Stock or surrendering exercisable options,
either of which will be valued at fair market value on the Exercise Date.
On the Exercise Date specified in the Grantee's notice or as soon thereafter
as is practicable, the Company shall cause to be delivered to the Grantee, a
certificate or certificates for the Option Shares then being purchased, out of
theretofore unissued Capital Stock (or reacquired Capital Stock as the Company
may elect) upon full payment for such Option Shares. The obligation of the
Company to deliver its' Capital Stock
9
<PAGE>
shall, however, be subject to the condition that if at any time the Committee
shall determine in its discretion that the listing, registration or
qualification of the Option or the Option Shares upon any securities exchange or
under state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of, or in connection
with, the Option or the issuance or purchase of the Company's Capital Stock
thereunder, the Option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
(c) If the Grantee fails to pay for any of the Option Shares specified in
such notice or fails to accept delivery thereof, the Grantee's right to purchase
such Option Shares may be terminated by the Company. The date specified in the
Grantee's notice as the Exercise Date shall be deemed the Exercise Date,
provided that payment in full for the Option Shares to be purchased upon such
exercise shall have been received by such date.
4. Adjustment of and Changes in Stock of the Company In the event of a
reorganization, recapitalization, change of shares, stock split, spin-off, stock
dividend, reclassification, subdivision or combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or shares of Capital Stock of the Company, the Committee shall make such
adjustment as it deems appropriate in the number and kind of shares of stock
subject to the Option or in the option price.
5. Fair Market Value As used herein the "fair market value" of a share of the
Company's Capital Stock shall have the same meaning as established in Section
2(h) of the Plan.
6. No Rights of Stockholders Neither the Grantee nor any personal
representative shall be, or shall have any of the rights and privileges of, a
stockholder of the Company with respect to any shares of the Company's Capital
Stock purchasable or issuable upon the exercise of the Option, in whole or in
part, prior to the Exercise Date.
7. Non-Assignability of Option During the Grantee's life time, the Option
hereunder shall be exercisable only by the Grantee or any guardian or legal
representative of the Grantee, and the Option shall not be assignable except, in
case of the death of the Grantee, by will or the laws of descent and
distribution, nor shall the Option be subject to attachment, execution or other
similar process. In the event of (a) any attempt by the Grantee to alienate,
assign, pledge, hypothecate or otherwise dispose of the Option, except as
provided for herein, or (b) the levy of any attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may terminate
the Option by notice to the Grantee and it shall thereupon become null and void.
8. Employment Not Affected Neither the granting of the Option nor its exercise
shall be construed as granting to the Grantee any right with respect to
continuance of employment with the Employer. Except as may otherwise be limited
by a written agreement between the Employer and the Grantee, the right of the
Employer to terminate at will the Grantee's employment with the Employer at any
time (whether by dismissal, discharge, retirement or otherwise) is specifically
reserved by the Company, as the Employer or on behalf of the Employer (whichever
the case may be), and acknowledged by the Grantee.
9. Amendment of Option The Option may be amended by the Board or the Committee
at any time (i) if the Board or the Committee determines, in its sole
discretion, that an amendment is necessary or advisable in light of any addition
to or change in the Internal Revenue Code of 1986, as amended, or in the
regulations issued thereunder, or pursuant to any federal or state securities
law or other law or regulation, which change occurs after the Date of Grant and
by its terms applies to the Option; or (ii) other than in the circumstances
described in clause (i) with the consent of the Grantee.
10
<PAGE>
10. Withholding Tax If the exercise of any rights granted in this Award
Agreement or the disposition of the Option Shares following the exercise of the
such rights results in Grantee's realization of income which for federal, state
or local income taxes is, in the opinion of Company, subject to the withholding
of tax, Grantee shall pay the company an amount equal to such withholding tax
(or Company may withhold such amount from Grantee's salary) prior to delivery of
certificates evidencing the Option Shares purchased.
11. Notice Any notice to the Company provided for in this instrument shall be
addressed to it in care of Brent A. Hanby at its executive offices at Highway
265, Springdale, Arkansas 72765, and any notice to the Grantee shall be
addressed to the Grantee at the current address shown on the payroll records of
the Employer. Any notice shall be deemed to be duly given if and when properly
addressed and posted by registered or certified mail, postage prepaid.
12. Incorporation of Plan by Reference The Option is granted pursuant to the
terms of the Plan, the terms of which are incorporated herein by reference, and
the Option shall in all respects be interpreted in accordance with the Plan.
The Committee shall interpret and construe the Plan and this instrument, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with respect
to any issue arising hereunder.
13. Governing Law The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance with
the laws of the State of Arkansas, except to the extent preempted by federal
law, which shall to the extent of preemption govern.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to
execute and attest the grant of this Option, and the Grantee has placed his or
her signature hereon, effective as of the Date of Grant.
NATIONAL HOME CENTERS, INC.
By
----------------------------------------
Dwain A. Newman
Chairman and Chief Executive Officer
Attest:
- ------------------------------
Brent A. Hanby
Chief Financial Officer
ACCEPTED AND AGREED TO:
By
----------------------------------------
Grantee
11
<PAGE>
EXHIBIT 5.1
[Wright, Lindsey & Jennings LLP Letterhead]
July 26, 1999
National Home Centers, Inc.
Highway 265 North
Springdale, Arkansas 72765
RE: Registration Statement on Form S-8 regarding Deferred Compensation Plan
- --------------------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to National Home Centers, Inc., an Arkansas
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
relating to the offering by the Company of up to 300,000 shares (the "Shares")
of the Company's common stock, $0.01 par value per share, to be issued pursuant
to the National Home Centers, Inc. 1996 Long-Term Performance Plan (the "Plan").
In so acting we have examined originals, or copies certified or otherwise
identified to our satisfaction, of (a) the Amended and Restated Articles of
Incorporation of the Company, (b) the Bylaws of the Company, and (c) such other
documents, records, certificates and other instruments as in our judgment are
necessary or appropriate for purposes of this opinion. We have assumed that (i)
the Shares will be issued against receipt of the consideration approved by the
Board of Directors of the Company or a committee thereof, which will be no less
than the par value thereof, and (ii) the Shares will be issued in compliance
with applicable federal and state securities laws.
Based on the foregoing, we are of the opinion that the Shares, when issued
in accordance with the Plan, will be duly authorized, validly issued, fully paid
and non-assessable.
We are expressing these opinions as members of the Bar of the State of
Arkansas and express no opinion as to any other law.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
WRIGHT, LINDSEY & JENNINGS LLP
/s/ WRIGHT, LINDSEY & JENNINGS LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 16, 1999
included in National Home Centers, Inc.'s Annual Report on Form 10-K, for the
year ended January 31, 1999 and to all references to our Firm included in this
registration statement.
Little Rock, Arkansas
July 30, 1999
/s/ ARTHUR ANDERSEN LLP
--------------------------------------------------
Arthur Andersen LLP
1
