<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 33-91350
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------
PERRY & CO.
(Exact name of Registrant as specified in its charter)
Georgia
(State or other jurisdiction of incorporation or organization)
6330
(Primary Standard Industrial Classification
Code Number)
58-103367
(I.R.S. Employer Identification No.)
2635 Century Parkway, N.E.
Suite 1000
Atlanta, Georgia 30345
(404) 321-5347
(Address, including zip code, and
telephone number,including area
code, of Registrant's principal
executive offices)
RICHARD C. PERRY, Chairman
2635 Century Parkway, N.E.
Suite 1000,
Atlanta, Georgia 30345
(404) 321-5347
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
Copies to: H. Grady Thrasher, III, Esq.
Thrasher, Whitley, Hampton & Morgan
Five Concourse Parkway, Suite 2150
Atlanta, Georgia 30328
(770) 804-8000
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<PAGE> 2
POST-EFFECTIVE AMENDMENT NO. 1
The Registrant, PERRY & CO., has filed this Post-Effective Amendment
No. 1 to deregister the unsold portion of the One-Year Adjustable Rate
Renewable Subordinated Secured Notes (the "Notes") previously registered
under this Registration Statement.
On April 30, 1996, the Registrant terminated its offering of the
aforementioned Notes. Under this Registration Statement, the Registrant
has issued Notes in the following amount:
<TABLE>
<CAPTION>
TITLE OF CLASS OF SECURITY Principal Amount
-------------------------- ----------------
<S> <C>
One-Year Adjustable Rate Renewable
Subordinated Secured Notes $ 15,193,900
</TABLE>
The following unsold portion of the Notes registered are accordingly
withdrawn from registration under this Post-Effective Amendment No. 1, and
this Registration Statement will be terminated:
<TABLE>
<CAPTION>
TITLE OF CLASS OF SECURITY Principal Amount
-------------------------- ----------------
<S> <C>
One-Year Adjustable Rate Renewable
Subordinated Secured Notes $ 24,806,100
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Perry & Co., a corporation duly organized and existing under
the laws of Georgia, has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly organized, in the City of Atlanta and the State of Georgia
on the 21st day of May, 1996.
PERRY & CO.
By:/s/ Richard C. Perry
-----------------------------
Richard C. Perry,
Chairman and Chief Executive Officer
(Principal Executive and
Financial Officer)
Pursuant to Rule 478 of the Regulations under the Securities Act
of 1933, this Post-Effective Amendment No. 1 to the Registration Statement
has been signed below by the Agent for Service named in this Amendment to
the Registration Statement.
Signature Title Date
--------- ----- ----
/s/ Richard C. Perry Agent for Service May 21, 1996
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Richard C. Perry
<PAGE> 1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PERRY & CO.
I.
The name of the corporation is PERRY & CO.
II.
The Corporation shall have authority to issue 1,000,000 shares of
common stock.
III.
The registered address of the Corporation shall be at: 2635
Century Parkway, Suite 420, Atlanta, Georgia 30345 in DeKalb County. The
registered agent of the Corporation at such address shall be: Richard C.
Perry.
IV.
The mailing address of the principal office of the corporation
is: 2635 Century Parkway, Suite 420, Atlanta, Georgia 30345.
V.
Any action required by law or by the Articles of Incorporation or
Bylaws of the Corporation to be taken at a meeting of the shareholders of
the Corporation and any action which may be taken at a meeting of the
shareholders may be taken without a meeting if a written consent, setting
forth the action so taken, shall be signed by persons entitled to vote at a
meeting those shares having sufficient voting power to cast not less than
the minimum number (or numbers, in the case of voting by groups) of votes
that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote were present and voted, provided that
action by less than unanimous written consent may not be taken with respect
to any election of directors as to which shareholders would be entitled to
cumulative voting. No such written consent shall be effective unless the
consenting shareholder has been furnished the same material that would have
been required to be sent to shareholders in a notice of a meeting at which
the proposed action would have been submitted to the shareholders, or
unless the consent includes an express waiver of the right to receive the
material. Notice of such action without a meeting by less than unanimous
written consent shall be given within ten (10) days of the taking of such
action to those shareholders of record on the date when the written consent
is first executed and whose shares were not represented on the written
consent.
VI.
Each person on or after the Effective Time hereof, who is or was
a director or officer of the Corporation, and each person who is or was a
director or officer of the Corporation who at the request of the Corporation is
serving or has served as an officer, director, partner, joint venturer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by the Corporation against those expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
which are allowed to be paid or reimbursed by the Corporation under the laws
of the State of Georgia and which are actually and reasonably incurred in
connection with any action, suit, or proceeding, pending or threatened,
whether civil, criminal, administrative or investigative, in which such
person may be involved by reason of his being or having been a director or
officer of this Corporation or of such other enterprises. Such
indemnification shall be made only in accordance with the laws of the State
of Georgia and subject to the conditions prescribed therein.
In any instance where the laws of the State of Georgia permit
indemnification to be provided to persons who are or have been an officer
or director of the Corporation or who are or have been an officer, director,
partner, joint venturer or trustee of any such other enterprise only
on a determination that certain specified standards of conduct have been
met, upon application for indemnification by any such person the Corporation
shall promptly cause such determination to be made (i) by the Board of
Directors by majority vote a quorum consisting of directors not at the time
parties to the proceeding; (ii) if a quorum cannot be obtained by majority
vote of a committee duly designated by the Board of Directors (in which
designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceeding; (iii)
by special legal counsel selected by the Board of Directors or its committee
in the manner prescribed in (i) or (ii), or if a quorum of the Board of
Directors cannot be obtained under (i), and a committee cannot be designated
under (ii), selected by majority vote of the full Board of Directors
(in which selection directors who are parties may participate); or (iv) by
the shareholders, but shares owned by or voted under the control of the
directors who are at the time parties to the proceeding may not be voted on
the determination.
As a condition to any such right of indemnification, the Corporation may
require that it be permitted to participate in the defense of any
such action or proceeding through legal counsel designated by the Corporation
and at the expense of the Corporation.
The Corporation may purchase and maintain insurance on behalf of
any such persons whether or not the Corporation would have the power to
indemnify such officers and directors against any liability under the laws
of the State of Georgia. If any expenses or other amounts are paid by way
of indemnification, other than by court order, action by shareholders or by
an insurance carrier, the Corporation shall provide notice of such payment
to the shareholders in accordance with the provisions of the laws of the
State of Georgia.
VII.
No director shall have any personal liability to the Corporation
or to its shareholders for monetary damages for breach of duty of care or
other duty as a director, by reason of any act or omission occurring
subsequent to the Effective Time hereof, except that this provision shall
not eliminate or limit the liability of a director for (a) any appropriation,
in violation of his duties, of any business opportunity of the
Corporation; (b) acts or omissions which involve intentional misconduct or
a knowing violation of laws; (c) liabilities of a director imposed by
Section 14-2-831 of the Georgia Business Corporation Code; or (d) any
transaction from which the director derived an improper personal benefit.
VIII.
The Effective Time of these Restated Articles of Incorporation
shall be 5:00 p.m. Eastern Daylight Time on the date these Restated
Articles of Incorporation are accepted for filing by the Secretary of State
of Georgia pursuant to Section 14-2-123 of the Georgia Business Corporation
Code.
IX.
These Restated Articles of Incorporation were duly approved by
the shareholders of PERRY & CO. in accordance with the provisions of
Section 14-2-1003 on September 25, 1989.
IN WITNESS WHEREOF, PERRY & CO. has caused these Restated
Articles of Incorporation to be executed, its corporate seal affixed and
the foregoing to be attested, all by duly authorized officers on the 25th
day of September, 1989.
PERRY & CO.
[CORPORATE SEAL]
ATTEST: By: /s/ Richard C. Perry
-------------------------------
Richard C. Perry, President
By: /s/ Edythe J. Baker
--------------------------------
Edythe J. Baker, Secretary
BYLAWS
OF
PERRY & CO.
ARTICLE I
Offices
The Corporation shall at all times maintain a registered office in the
State of Georgia and a registered agent at that address but may have other
offices located within or without the State of Georgia as the Board of
Directors may determine.
ARTICLE II
Shareholders' Meetings
2.1 Annual Meeting. A meeting of the shareholders of the Corporation
shall be held annually. The annual meeting shall be held at such time and
place on such date as the directors shall determine from time to time and
as shall be specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, the President or any holder
or holders of at least twenty-five percent (25%) of the outstanding capital
stock of the Corporation. Special meetings shall be held at such a time
and place and on such date as shall be specified in the notice of the
meeting.
2.3 Place. Annual or special meetings of shareholders may be held
within or without the State of Georgia.
2.4 Notice. Notice of annual or special shareholders' meetings
stating the place, day and hour of the meeting shall be given in writing
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, either mailed to the last known address or personally given to
each shareholder. Notice of any special meeting of shareholders shall
state the purpose or purposes for which the meeting is called. Notice of
any meeting at which amendments to or restatement of the Articles of
Incorporation, a merger of the Corporation, a share exchange, or the
disposition of corporate assets requiring shareholder approval are to be
considered shall state such purpose, and further comply with all requirements of
law. Notice of a meeting may be waived by an instrument in
writing executed before or after the meeting. The waiver need not specify
the purpose of the meeting or the business transacted, unless one of the
purposes of the meeting concerns a plan of merger or consolidation, in
which event the waiver shall comply with the further requirements of law
concerning such waivers. Attendance at such meeting in person or by proxy
shall constitute a waiver of notice thereof unless the shareholder shall
provide written notice to the Corporation prior to the taking of any action
by the shareholders at such meeting that his attendance is not to be deemed
a waiver of the requirement that such notice be given or of the adequacy of
any notice that may have been given to such shareholder.
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the transaction
of business, and no resolution or business shall be transacted without the
favorable vote of the holders of a majority of the shares represented at
the meeting and entitled to vote. A lesser number may adjourn from day to
day, and shall announce the time and place to which the meeting is adjourned.
2.6 Action in Lieu of Meeting. Any action to be taken at a meeting
of the shareholders of the Corporation, or any action that may be taken at
a meeting of the shareholders, may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof
and any further requirements of law pertaining to such consents have been
complied with.
ARTICLE III
Directors
3.1 Management. Subject to these Bylaws, or any lawful agreement
between the shareholders, the full and entire management of the affairs and
business of the Corporation shall be vested in the Board of Directors,
which shall have and may exercise all of the powers that may be exercised
or performed by the Corporation.
3.2 Number of Directors. The shareholders shall fix by resolution
the precise number of members of the Board of Directors. Directors shall
be elected at each annual meeting of the shareholders and shall serve for a
term of one year or until their successors are elected. A majority of said
directors shall constitute a quorum for the transactions of business. All
resolutions adopted and all business transacted by the Board of Directors
shall require the affirmative vote of a majority of the directors present
at the meeting.
3.3 Vacancies. The directors may fill the place of any director
which may become vacant prior to the expiration of his term, by vote of a
majority of the remaining directors, though less than a quorum, or by the
sole remaining director, as the case may be. Any such director elected to
fill a vacancy shall be elected for the unexpired term of the director
whose place has become vacant.
3.4 Meetings. The directors shall meet annually, without notice,
following the annual meeting of the shareholders. Special meetings of the
directors may be called at any time by the President or by any director, on
two (2) days' written notice to each director, which notice shall specify
the date, time, and place of the meeting. Notice of any such meeting may
be waived by an instrument in writing executed before or after the meeting.
Directors may attend and participate in meetings either in person or by
means of conference telephones or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in a meeting by means of such communications equipment shall
constitute presence in person at any meeting. Attendance in person at such
meeting shall constitute a waiver of notice thereof.
3.5 Action in Lieu of Meeting. Any action to be taken at a meeting
of the directors, or any action that may be taken at a meeting of the
directors, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the directors and any
further requirements of law pertaining to such consents have been complied
with.
ARTICLE IV
Officers
4.1 General Provisions. The officers of the Corporation shall
consist of a Chairman, a President, a Secretary and a Treasurer who shall
be elected by the Board of Directors, and such other officers as may be
elected by the Board of Directors or appointed as provided in these Bylaws.
Each officer shall be elected or appointed for a term of office running
until the meeting of the Board of Directors following the next annual
meeting of the shareholders of the Corporation, or such other term as is
provided by resolution of the Board of Directors or the appointment to
office. Each officer shall serve for the term of office for which he is
elected or appointed and has qualified or until his earlier resignation,
removal from office or death. Any two or more offices may be held by the
same person.
4.2 Chairman. The Chairman shall be the chief executive officer of
the Corporation and shall, to the extent not delegated to the President,
have general and active management of the operations of the Corporation.
He shall be responsible for the administration of the Corporation, including
general supervision of the policies of the Corporation and general and
active management of the financial affairs of the Corporation, and shall be
authorized to execute bonds, mortgages or other contracts in the name and
on behalf of the Corporation.
4.3 President. The President shall be the chief operating officer of
the Corporation and shall have general and active management of the
operations of the Corporation. He shall be responsible for the administration
of the Corporation, including general supervision of the policies of
the Corporation and general and active management of the financial affairs
of the Corporation, and shall be authorized to execute bonds, mortgages or
other contracts in the name and on behalf of the Corporation.
4.4 Secretary. The Secretary shall keep minutes of all meetings of
the shareholders and directors and have charge of the minute books, stock
books and seal of the Corporation and shall perform such other duties and
have such other powers as may from time to time be delegated to him by the
President or the Board of Directors.
4.5 Treasurer. The Treasurer shall be charged with the management of
the financial affairs of the Corporation, shall have the power to recommend
action concerning the Corporation's affairs to the President, and shall
perform such other duties and have such other powers as may from time to
time be delegated to him by the President or Board of Directors.
4.6 Assistant Officers. Assistants to the Secretary and Treasurer
may be appointed by the President or by the Board of Directors and shall
have such duties as shall be delegated to them by the President or the
Board of Directors.
4.7 Vice Presidents. The Corporation may have one or more Vice
Presidents, elected by the Board of Directors, who shall perform such
duties as may be delegated by the President or the Board of Directors.
ARTICLE V
Capital Stock
5.1 Share Certificates. Share certificates shall be numbered in the
order in which they are issued. They shall be signed by the President and
Secretary and the seal of the Corporation shall be affixed thereto. Share
certificates shall be kept in a book and shall be issued in consecutive
order therefrom. The name of the person owning the shares, the number of
shares, and the date of issue shall be entered on the stub of each
certificate. Share certificates exchanged or returned shall be canceled by the
Secretary and placed in their original place in the stock book.
5.2 Transfers of Shares. Transfers of shares shall be made on the
stock books of the Corporation by the holder in person or by power of
attorney, on surrender of the old certificate for such shares, duly
assigned.
5.3 Voting. The holders of the capital stock shall be entitled to
one vote for each share of stock standing in their name.
ARTICLE VI
Seal
The seal of the Corporation shall be in such form as the Board of
Directors may from time to time determine. In the event it is inconvenient
to use such a seal at any time, the signature of the Corporation followed
by the word "Seal" enclosed in parentheses or scroll shall be deemed the
seal of the Corporation. The seal shall be in the custody of the Secretary
and affixed by him or by his assistants on the share certificates and other
appropriate papers.
ARTICLE VII
Amendment
These Bylaws may be amended by majority vote of the Board of Directors
of the Corporation or by majority vote of the shareholders, provided that
the shareholders may provide by resolution that any bylaw provision
repealed, amended, adopted or altered by them may not be repealed, amended,
adopted or altered by the Board of Directors.
I HEREBY CERTIFY that the foregoing Bylaws were duly adopted by the
Board of Directors of the Corporation on the 1st day of December, 1992.
/s/ Edythe J. Baker
-----------------------------------
Secretary
(CORPORATE SEAL)
