<PAGE>
As filed with the Securities and Exchange Commission on August 28, 1996
Registration No. 333-8713
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
THE MAXIM GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5713 58-2060334
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
210 TOWNPARK DRIVE
KENNESAW, GEORGIA 30144
(770) 590-9369
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
A. J. NASSAR, PRESIDENT
210 TOWNPARK DRIVE
KENNESAW, GEORGIA 30144
(770) 590-9369
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
ROBERT T. MOLINET, ESQ. G. DONALD JOHNSON, ESQ.
SMITH, GAMBRELL & RUSSELL WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
SUITE 1800 SUITE 700
3343 PEACHTREE ROAD, N.E. 1275 PEACHTREE STREET, N.E.
ATLANTA, GA 30326 ATLANTA, GEORGIA 30319
(404) 264-2620 (404) 872-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective and all other
conditions precedent to the merger of a wholly-owned subsidiary of the
Registrant with and into Image Industries, Inc. have been satisfied or waived as
described in the Proxy Statement/Prospectus.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
____________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) EXHIBITS FILED PURSUANT TO ITEM 601 OF REGULATION S-K.
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisk
(*) were previously filed as a part of, and are hereby incorporated by reference
from either (i) a Registration Statement on Form SB-2 under the Securities Act
of 1933 for the Registrant, Registration No. 33-66926 (referred to as "SB-2"),
(ii) Amendment No. 1 to the Registrant's Registration Statement on Form SB-2
(referred to as "SB-2 Amendment No. 1"), (iii) Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 (referred to as "SB-2 Amendment
No. 2"), (iv) Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form SB-2 (referred to as ("SB-2 Post-Effective Amendment"), and
(v) the Registrant's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1994 ("1994 10-Q"), (vi) the Registrant's Annual Report on Form 10-
KSB for the year ended March 31, 1995 (referred to as "1995 10-K"); (vii) a
Registration Statement on Form S-3 under the Securities Act of 1933 for the
Registrant, Registration No. 33-98762 (referred to as "S-3"), (viii) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1995 (referred to as "9/30/95 10-Q"), (ix) the Registrant's Quarterly Report on
Form 10-Q for the quarter ended December 31, 1995 (referred to as "12/3/95 10-
Q"), (x) the Registrant's Transition Report on Form 10-K for the ten month
period ended January 31, 1996 (referred to as "1996 10-K"), (xi) the
Registrant's Quarterly Report on Form 10-Q for the quarter ended April 30, 1996
(referred to as "4/30/96 10-Q"), and (xii) the Registrant's Current Report on
Form 8-K dated May 31, 1996 (referred to as "8-K"). The exhibit number
corresponds to the exhibit number in the referenced document.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
*2.1 - Agreement and Plan of Reorganization, between The Maxim
Group, Inc., TMG-II Merger, Inc. and Image Industries,
Inc., dated as of May 31, 1996 (8-K).
*3.1 - Certificate of Incorporation of the Company (SB-2).
*3.2 - By-Laws of the Company (SB-2).
*4.1 - Specimen Certificate of Common Stock (SB-2 Amendment
No. 2).
+5.1 - Opinion of Smith, Gambrell & Russell regarding legality
of shares.
8.1 - Opinion of Womble Carlyle Sandridge & Rice, PLLC
regarding tax matters.
*10.1 - 1993 Stock Option Plan (SB-2).
*10.1.1 - Amendment No. 1 to 1993 Stock Option Plan (1995 10-K).
+10.1.2 - Amendment No. 2 to 1993 Stock Option Plan.
*10.2 - Employment Agreement dated July 30, 1993 between the
Company and A.J. Nassar (SB-2).
*10.3 - Form of Franchise Membership Agreement (SB-2 Amendment
No. 1, Exhibit 10.3.1).
II-1
<PAGE>
*10.6 - Employment Agreement dated September 28, 1994 between
GCO, Inc. and Dicky W. McAdams (1995 10-K).
*10.18 - Loan Agreement between the Company, its subsidiaries
and First Union National Bank of Georgia, N.A. dated
February 2, 1995 regarding $21 million revolving loan
and $900,000 term loan (1994 10-Q).
*10.18.1 - First Amendment dated March 31, 1995 to Loan Agreement
dated February 2, 1995 between the Company, its
subsidiaries and First Union National Bank of Georgia
(1995 10-K).
*10.18.2 - Second Amendment dated June 15, 1995 to Loan Agreement
dated February 2, 1995 between the Company, its
subsidiaries and First Union National Bank of Georgia
(1995 10-K).
*10.18.3 - Third Amendment and Waiver to Loan Agreement dated
August 17, 1995 to Loan Agreement dated February 2,
1995 between the Company, its subsidiaries and First
Union National Bank of Georgia (S-3).
*10.18.4 - Fourth Amendment to Loan Agreement dated October 27,
1995 to Loan Agreement dated February 2, 1995 between
the Company, its subsidiaries and First Union National
Bank of Georgia (9/30/95 10-Q).
*10.18.5 - Fifth Amendment to Loan Agreement dated December 15,
1995 to Loan Agreement dated February 2, 1995 between
the Company, its subsidiaries and First Union National
Bank of Georgia (12/31/95 10-Q).
+10.19 - Revolving Credit Note dated December 15, 1995 to First
Union National Bank of Georgia, N.A. in the principal
amount of up to $23 million.
*10.20 - Term Note dated February 2, 1995 to First Union
National Bank of Georgia, N.A. in the principal amount
of $900,000 (1994 10-Q).
*10.21 - Construction Loan Agreement dated March 9, 1995 between
the Company and its subsidiaries and First Union
National Bank of Georgia regarding $4,000,000 mortgage
loan (1995 10-K).
*10.22 - Lease Agreement dated October 30, 1995 between Kevodrew
Realty, Inc. and Kinnaird & Francke Interiors, Inc. for
lease of retail space in Louisville, Kentucky (9/30/95
10-Q).
*11.1 - Statement Regarding Computation of Per Share Earnings
(1996 10-K and 4/30/96 10-Q).
+21.1 - Subsidiaries of the Registrant.
+23.1 - Consent of Arthur Andersen LLP.
+23.2 - Consent of KPMG Peat Marwick LLP.
+23.3 - Consent of KPMG Peat Marwick LLP.
+23.4 - Consent of Deloitte & Touche.
II-2
<PAGE>
+23.5 - Consent of Arthur Andersen LLP
+23.6 - Consent of Smith, Gambrell & Russell (contained in
their opinion filed as Exhibit 5.1 hereto).
23.7 - Consent of Womble Carlyle Sandridge & Rice, PLLC
(contained in their opinion filed as Exhibit 8.1
hereto).
+23.8 - Consent of Prudential Securities Incorporated.
+23.9 - Consent of The Robinson Humphrey Company, Inc.
+24.1 - Powers of Attorney.
+99.1 - Form of Proxy Card of The Maxim Group, Inc.
+99.2 - Form of Proxy Card of Image Industries, Inc.
+99.3 - Opinion of Prudential Securities Incorporated (included
as Appendix B to the Proxy Statement/Prospectus).
+99.4 - Opinion of The Robinson-Humphrey Company, Inc.
(included as Appendix C to the Proxy
Statement/Prospectus).
_________________________________
+ Previously filed with Registration Statement
(b) CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.
The following consolidated financial statement schedule of the Registrant,
together with the report of Arthur Andersen LLP thereon, is incorporated by
reference to the Registrant's Transition Report on Form 10-K for the ten months
ended January 31, 1996:
Schedule II - Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not
applicable or the required information is included in the Registrant's
Consolidated Financial Statements or notes thereto.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kennesaw, State of
Georgia, on the 27th day of August, 1996.
THE MAXIM GROUP, INC.
By: /s/ A. J. Nassar
----------------------------
A. J. Nassar
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ A. J. Nassar President, Chief Executive Officer and August 27, 1996
- ------------------------ Director (principal executive officer)
A. J. Nassar
/s/ Thomas P. Leahey Executive Vice President, Finance and August 27, 1996
- ------------------------ Treasurer (principal financial officer)
Thomas P. Leahey
/s/ H. Gene Harper Chief Financial Officer and Secretary August 27, 1996
- ------------------------ (principal accounting officer)
H. Gene Harper
- ------------------------ Senior Executive Vice President and August ___, 1996
James W. Inglis Director
*
- ------------------------ Director August 27, 1996
Richard A. Kaplan
- ------------------------ Director August ___, 1996
Dicky W. McAdams
*
- ------------------------ Director August 27, 1996
Ronald McSwain
- ------------------------ Director August ___, 1996
J. Michael Nixon
II-4
<PAGE>
SIGNATURE TITLE DATE
- ------------------------ August ___, 1996
M.B. Seretean Chairman of the Board
*
- ------------------------ Director August 27, 1996
Herb Wolk
</TABLE>
*By: /s/ A. J. Nassar
------------------------
A.J. Nassar, as attorney-
in-fact pursuant to powers
of attorney previously filed as
exhibits to this Registration
Statement
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS SEQUENTIAL PAGES
8.1 Opinion of Womble Carlyle Sandridge
& Rice, PLLC regarding tax matters.
<PAGE>
EXHIBIT 8.1
<PAGE>
[LETTERHEAD]
July 26, 1996
Image Industries, Inc.
Post Office Box 5555
Armuchee, Georgia 30105
Gentlemen:
We have acted as counsel to you, Image Industries, Inc., a corporation
organized under the laws of the State of Delaware ("Image"), in connection with
the proposed merger (the "Merger") of Image and TMG-II Merger, Inc. ("Merger
Sub"), a subsidiary of The Maxim Group, Inc. ("Maxim"), a corporation organized
under the laws of the State of Delaware, pursuant to which the Merger Sub will
be merged with and into Image, with Image thereby becoming a wholly-owned
subsidiary of Maxim and in which each issued and outstanding share of Image
common stock will be converted into the right to receive one share of Maxim
common stock. You have requested our opinion regarding the material U.S.
federal income tax consequences of the Merger to your shareholders.
In rendering our opinion, we have reviewed the Agreement and Plan of
Reorganization, dated May 31, 1996, by and among Image, Maxim and Merger Sub
(the "Merger Agreement"), the Proxy Statement/Prospectus to shareholders of
Image, included in the Form S-4 Registration Statement to which this opinion is
an exhibit (the "Proxy Statement/Prospectus"), and such other materials as we
have deemed necessary or appropriate as a basis for our opinion. Capitalized
terms used but not defined herein shall have the meanings assigned to them in
the Merger Agreement.
In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986 (the "Code"), Treasury regulations, pertinent
judicial authorities, rulings of the Internal Revenue Service, and such other
authorities as we have considered relevant.
In rendering our opinion, we have assumed that the Merger will be
consummated in accordance with the Merger Agreement and that the representations
and warranties of Image and Maxim contained therein are true and correct as of
the Effective Time of the Merger, and that the Proxy Statement/Prospectus
accurately reflects the material facts of the Merger and those surrounding
Image, Maxim and Merger Sub. In addition, as to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
the facts contained in the statements and representations of officers and other
representatives of Image and Maxim and others, including but not limited to
those representations made in each respective Tax Certificate delivered in
connection with this opinion, which facts may in certain instances derive from
the best knowledge of such persons without duty of inquiry. In addition we have
assumed the following with your permission and on reliance on the Tax
Certificates of Maxim and Image:
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2
1. The Merger will be consummated in accordance with the terms of the
Merger Agreement and none of the material terms or conditions therein have
been waived or modified and neither Maxim, Image nor Merger Sub has any plan
or intention to waive or modify any such material terms or conditions.
2. The Merger is expected to further the business purposes as discussed
in the Proxy Statement/Prospectus.
3. Following the Effective Time, it is Maxim's plan that it will either
(i) continue the historic business of Image or (ii) use, in a going concern,
a significant portion of Image's business assets.
4. The ratio for the exchange of shares of common stock of Image (the
"Image Common Stock") for voting common stock of Maxim ("Maxim Common
Stock") in the Merger was negotiated through arm's-length bargaining.
5. The Maxim Common Stock to be received by Image shareholders is, in
the aggregate, approximately equal to the aggregate fair market value of the
Image Common Stock surrendered in exchange therefor.
6. There is no present plan or intention on the part of the
shareholders of Image to engage in a sale, exchange, transfer, reduction of
risk of ownership or any other direct or indirect disposition (a "Sale") of
(i) shares of Maxim Common Stock to be issued to them in the Merger, which
shares have an aggregate fair market value, as of the period ending at the
Effective Time of the Merger, in excess of fifty percent (50%) of the
aggregate fair market value, immediately prior to the Merger, of the
outstanding shares of Image Common Stock held by shareholders immediately
prior to the Merger ("Outstanding Image Common Stock") (including shares of
Image Common Stock issued after the date hereof and prior to the Effective
Time pursuant to exercise of outstanding options to acquire Image Common
Stock (the "Image Options")), or (ii) more than fifty percent (50%) of the
shares of Maxim Common Stock received by such shareholders in the Merger.
For purposes of the foregoing, a Sale of Maxim Common Stock shall be
considered to have occurred pursuant to a plan if such Sale occurs in a
transaction that is in contemplation of or related to the Merger (a "Related
Transaction"). In addition, shares of Image Common Stock (or the portion
thereof) with respect to which a Sale occurred in a Related Transaction
prior to the Merger shall be considered to have been Outstanding Image
Common Stock that was exchanged for Maxim Common Stock in the Merger and
then disposed of pursuant to a plan.
7. Maxim has no plan or intention to redeem or otherwise reacquire any
of the Maxim Common Stock to be issued in the Merger.
8. Maxim has no present plan or intention to liquidate Image; to merge
Image into another corporation; to cause Image to sell or otherwise dispose
of any of its assets, except for dispositions made in the ordinary course of
business; or to sell or otherwise dispose of any of the Image Common Stock
acquired in the Merger or otherwise.
<PAGE>
3
9. Maxim will acquire Image Common Stock solely in exchange for Maxim
Common Stock, and immediately after the Merger, Maxim will have control of
Image, as defined in Section 368(c) of the Code. Furthermore, no
liabilities of Image shareholders will be assumed by Maxim, nor will any of
the Image Common Stock be subject to any liabilities.
10. Maxim is not an "investment company" as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code, nor will Maxim be an investment
company at the Effective Time.
11. Any compensation paid to shareholders of Image who enter (or who
will enter) into employment contracts with Maxim at any time or with Image
after the Effective Time will be for services actually rendered or to be
rendered and will be commensurate with amounts paid to third parties
bargaining at arm's-length for similar services. None of such compensation
represents consideration for the exchange of shares of Image Common Stock
for Maxim Common Stock. None of the shares of Maxim Common Stock received
by Image shareholders in the Merger is separate consideration for or
otherwise allocable to anything other than Image Common Stock, such as for
services or any covenant not to compete.
12. The Maxim Common Stock issued pursuant to the Merger will not be
subject to any restriction, other than any restrictions imposed under any
applicable securities laws.
13. Maxim formed Merger Sub solely for the purpose of the Merger and has
no assets nor has conducted any business.
14. None of the shares of Maxim Common Stock received by any party
pursuant to the Merger is separate consideration for or allocable to the
Image Options which remain unexercised after the Effective Time.
15. Image has no plan or intention to acquire after the Merger any of
the Maxim Common Stock to be issued in the Merger.
16. The fair market value of the assets of Image does and at the
effective time of the Merger will exceed the aggregate liabilities of Image
plus the amount of any other liabilities to which such assets are subject
that are not included in the aggregate.
17. The liabilities of Image, if any, to be assumed by Maxim and the
liabilities, if any, to which the transferred assets of Image are subject
were incurred by Image in the ordinary course of its business.
18. Maxim has no present plan or intention to reacquire any of its
Common Stock issued in the Merger. There have been no transfers of Image
stock which were made in contemplation of, or as part of a plan involving,
the Merger, nor has Image redeemed any of its stock or made any distribution
with respect to any of its stock in contemplation of, or as part of a plan
involving, the Merger.
19. Not more than twenty-five percent (25%) of the fair market value of
Image's or Maxim's total assets consist of stock and securities of any one
issuer, and not more than fifty
<PAGE>
4
percent (50%) of the fair market value of its total assets consists of stock
and securities of five or fewer issuers. For purposes of the preceding
sentence, (i) a corporation's total assets exclude cash, cash items
(including accounts receivable and cash equivalents), and U.S. government
securities, (ii) a corporation's total assets exclude stock and securities
issued by any subsidiary at least fifty percent (50%) of the voting power or
fifty percent (50%) of the total fair market value of the stock of which is
owned by the corporation, but the corporation is treated as owning directly
a ratable share (based on the percentage of the fair market value of the
subsidiary's stock owned by the corporation) of the assets owned by any such
subsidiary, and (iii) all corporations that are members of the same
"controlled group" within the meaning of Section 1563(a) of the Code are
treated as a single issuer.
20. The transfer of assets pursuant to the Merger Agreement does not
constitute a transfer in a "title 11 or similar case" as such term is
defined in Section 368(a)(3) of the Code.
21. Image nor Maxim is not a foreign personal holding company as more
fully defined in the Code.
Based upon the foregoing and on all of the representations made by
Image and Maxim so long as the same are true as of the Effective Time, it is
our opinion that, under present law:
(i) the Merger will be a tax-free reorganization under Section
368(a),
(ii) an Image shareholder who, pursuant to the Merger, exchanges
his or her Image Common Stock, actually owned by him or her wholly for
Maxim Common Stock will not recognize any gain or loss upon such
exchange,
(iii) the aggregate tax basis of the Maxim Common Stock
received in exchange for a shareholder's Image Common Stock will be
equal to the aggregate tax basis of the respective Image Common Stock
surrendered by the shareholder, and
(iv) the holding period of the Maxim Common Stock received by a
shareholder will include the holding period of the Image Common Stock
that shareholder exchanged therefor.
We express no opinion as to the tax treatment of warrants and options
and the holders thereof and as to the tax consequences to any shareholder
who is not a citizen or resident of the United States.
We express no opinion regarding the U.S. federal income tax
consequences, other than as set forth above, of the Merger that may be
applicable to any particular shareholder of Image. In addition, we express
no opinion as to the U.S. federal income tax consequences, other than as set
forth above, and we express no opinion as to the state, local, foreign or
other tax consequences. This opinion is being furnished in connection with
the Proxy Statement/Prospectus. You may rely upon and refer to the
foregoing opinion in the Proxy Statement/Prospectus. Any material changes
in the facts from
<PAGE>
5
those set forth or assumed herein or in the Proxy Statement/Prospectus may
affect the conclusions stated herein.
The reference to Code Sections and other authority above are not intended
to be complete citations of all relevant authority. Changes to the Code,
regulations, the rulings thereunder, or Image changes by the courts in the
interpretation of the authorities relied upon, may be applied retroactively and
may affect the opinion expressed herein.
We hereby consent to the reference to us in the section captioned "Terms of
Merger--Certain Federal Income Tax Matters" in the Proxy Statement/Prospectus
and to the filing of this opinion as an exhibit to the Registration Statement
containing such Proxy Statement/Prospectus. In giving this consent, we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE,
PLLC
/s/ G. Donald Johnson
G. Donald Johnson
/mds
