<PAGE>
As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JAYHAWK ACCEPTANCE CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-2486444
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Two Galleria Tower
13455 Noel Road, Suite 1800 75240
Dallas, Texas (Zip Code)
(Address of Principal Executive Offices)
JAYHAWK ACCEPTANCE CORPORATION
AMENDED AND RESTATED 1994 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
Jerry W. Bayless
Two Galleria Tower
13455 Noel Road, Suite 1800
Dallas, Texas 75240
(214) 663-1000
(Name, address, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to be Amount to Proposed Proposed Amount of
registered (1) be maximum maximum registration fee
registered offering aggregate
price per offering
share (2) price (2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 500,000 $11.4375 $5,718,750.00 $1,972.00
value Shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Shares of common stock of Jayhawk Acceptance Corporation (the "Company"),
$.01 par value per share (the "Common Stock"), being registered hereby
relate to the Jayhawk Acceptance Corporation Amended and Restated 1994
Stock Option and Restricted Stock Plan (the "Plan"). Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended (the "Securities
Act"), there are also being registered such additional shares of Common
Stock as may become issuable pursuant to the anti-dilution provisions of
the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) promulgated under the Securities Act on the
basis of the average of the high and low sale prices of the Common Stock on
July 25, 1996, as reported on the Nasdaq Stock Market.
THE 500,000 SHARES OF COMMON STOCK BEING REGISTERED HEREBY SHALL BE ISSUED UNDER
THE PLAN, WHICH WAS AMENDED AS OF MARCH 6, 1996, TO INCREASE THE NUMBER OF
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN. PURSUANT TO
INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-8 AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1995,
REGISTRATION NO. 33-95750 ARE INCORPORATED BY REFERENCE HEREIN.
<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 Dallas, State of Texas, on July 31, 1996.
JAYHAWK ACCEPTANCE CORPORATION
By: /s/ MICHAEL I. SMARTT
-----------------------------
Michael I. Smartt
Chairman of the Board,
Chief Executive
Officer and Director
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Michael I. Smartt
or Jerry W. Bayless to file one or more amendments (including post-effective
amendments) to this registration statement, which amendments may make such
changes in this registration statement as each of them deems appropriate, and
each such person hereby appoints Michael I. Smartt or Jerry W. Bayless as
attorney-in-fact to execute in the name and on behalf of the Company and any
such person, individually and in each capacity stated below, any such amendments
to this registration statement.
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
date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ MICHAEL I. SMARTT Chairman of the Board, July 31, 1996
- ------------------------- Chief Executive Officer and
Michael I. Smartt Director (Principal Executive
Officer)
/s/ JERRY W. BAYLESS Executive Vice President, July 31, 1996
- ------------------------- Chief Financial Officer and
Jerry W. Bayless Treasurer (Principal Financial
and Accounting Officer)
/s/ DAN W. COOK III Director July 31, 1996
- -------------------------
Dan W. Cook III
/s/ JOHN D. CURTIS Director July 31, 1996
- -------------------------
John D. Curtis
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ C. GREGORY EARLS Director July 31, 1996
- -------------------------
C. Gregory Earls
/s/ RICHARD B. HOFFMAN Director July 31, 1996
- -------------------------
Richard B. Hoffman
/s/ REGINA T. MONTOYA Director July 31, 1996
- -------------------------
Regina T. Montoya
/s/ JOE J. POLLARD, III Director July 31, 1996
- -------------------------
Joe J. Pollard, III
/s/ JACK T. SMITH Director July 31, 1996
- -------------------------
Jack T. Smith
/s/ JOHN C. TOLLESON Director July 31, 1996
- -------------------------
John C. Tolleson
/s/ CARL H. WESTCOTT Director July 31, 1996
- -------------------------
Carl H. Westcott
</TABLE>
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
- --------------------------- ------------------------------------- ------------
<S> <C> <C>
5 Opinion of Baker & McKenzie 5
23.1 Consent of Ernst & Young LLP 6
</TABLE>
<PAGE>
EXHIBIT 5
[BAKER & MCKENZIE LETTERHEAD]
August 1, 1996
Jayhawk Acceptance Corporation
Two Galleria Tower
13455 Noel Road, Suite 1800
Dallas, Texas 75240
Ladies and Gentlemen:
Jayhawk Acceptance Corporation, a Texas corporation (the "Company"), has filed
with the Securities and Exchange Commission (the "Commission") a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement covers 500,000 shares
of common stock, $.01 par value per share, of the Company (the "Common Stock"),
and such additional shares of Common Stock as may become issuable pursuant to
the anti-dilution provisions of the Plan (such shares collectively referred to
as the "Securities"). Such Securities are to be issued pursuant to the
Company's Amended and Restated 1994 Stock Option and Restricted Stock Plan (the
"Plan").
We have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement. In rendering this opinion we have
examined such corporate records, documents and instruments of the Company and
such certificates of public officials, have received such representations from
officers of the Company, and have reviewed such questions of law as in our
judgment are necessary, relevant or appropriate to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all corporate records, documents and
instruments submitted to us as originals, the conformity to original documents
of all documents submitted to us as conformed, certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.
Based upon such examination and review and upon representations made to us by
officers of the Company, we are of the opinion that upon issuance and delivery
in accordance with the terms and conditions of the Plan, and upon receipt by the
Company of the full consideration for the Securities as determined pursuant to
the Plan, the Common Stock will be legally issued, fully paid and nonassessable
shares of Common Stock.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Respectfully submitted,
/s/ BAKER & MCKENZIE
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 filed on or about July 31, 1996) pertaining to the Amended and Restated 1994
Stock Option and Restricted Stock Plan of Jayhawk Acceptance Corporation of our
report dated January 26, 1996, except for Note 11, as to which the date is March
15, 1996, with respect to the financial statements of the Jayhawk Acceptance
Corporation in the Annual Report (Form 10-K) for the year ended December 31,
1995.
/s/ ERNST & YOUNG LLP
Dallas, Texas
July 30, 1996
