<PAGE> 1
As filed with the Securities and Exchange Commission on January 24, 1997.
Registration No. 333- _______________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_____________________
AMERICAN HOMESTAR CORPORATION
(Exact name of registrant as specified in its charter)
Texas 76-0070846
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2450 South Shore Boulevard, Suite 300
League City, Texas 77573
(Address of principal executive offices) (Zip Code)
____________________
AMERICAN HOMESTAR CORPORATION
1994 AMENDED AND RESTATED STOCK COMPENSATION PLAN
(Full title of the Plan)
Craig A. Reynolds
2450 South Shore Boulevard, Suite 300
League City, Texas 77573
(Name and address of agent for service)
(281) 334-9700
(Telephone number, including
area code, of agent for service)
___________________________
COPIES TO:
Richard F. Dahlson
Jackson & Walker, L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.05 450,000 shares $20.94 $9,423,000 $2,855.46
per share
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and registration
fee are computed on the basis of the average of the high and low prices
of the Common Stock, as reported by the National Association of
Securities Dealers Automated Quotation National Market System, on January
21, 1997.
<PAGE> 2
Pursuant to General Instruction E of Form S-8 with respect to the shares
registered under the American Homestar Corporation 1994 Amended and Restated
Stock Compensation Plan, this Registration Statement incorporates by reference
the contents of the Registrant's Registration Statement No. 33-95604 on Form S-
8, including all exhibits attached thereto.
<PAGE> 3
PROSPECTUS
AMERICAN HOMESTAR CORPORATION
1,180,000 SHARES
OF
COMMON STOCK*
This Prospectus has been prepared by American Homestar Corporation, a
Texas corporation (the "Company"), for use upon resale by certain directors,
officers and employees of the Company (the "Selling Shareholders") of up to
1,180,000 shares of Common Stock, par value $.05 per share ("Common Stock"), of
the Company. The Selling Shareholders have acquired and/or may in the future
acquire shares of Common Stock from the Company pursuant to the exercise of
Options heretofore granted and/or to be hereafter granted to the Selling
Shareholders pursuant to the provisions of the Company's 1994 Amended and
Restated Stock Compensation Plan (the "Plan").
The Common Stock may be sold from time to time by the Selling
Shareholders or permitted transferees. Such sales may be made through one or
more brokers or dealers on the Nasdaq/National Association of Securities
Dealers Automated Quotation/National Market System (the "Nasdaq"), or any other
over-the-counter market or exchange on which the Common Stock is quoted or
listed for trading, or in negotiated transactions, in each case at prices and
at terms then prevailing or at prices related to the then current market price
or at negotiated prices and terms. See "Plan of Distribution." Upon any sale
of the Common Stock offered hereby, the Selling Shareholders or permitted
transferees and participating agents, brokers, dealers and marketmakers may be
deemed to be underwriters as that term is defined in the Securities Act of
1933, as amended (the "Securities Act"), and commissions or discounts or any
profit realized on the resale of such securities purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
The Common Stock is quoted through the Nasdaq under the symbol "HSTR." On
January 21, 1997 the last reported sale price of the Common Stock, as reported
on the Nasdaq, was $21.25. The Company will not receive any of the proceeds
from sales by the Selling Shareholders.
* This figure is an estimate. The Company has filed a Registration Statement
on Form S-8 (of which this Prospectus is a part), that covers the sale by
the Company of up to 1,180,000 shares of Common Stock upon the exercise of
options granted or to be granted under the Plan. This Prospectus covers the
resale by the Selling Shareholders of an indeterminate number of shares of
Common Stock acquired or that may be acquired by the Selling Shareholders
upon the exercise of options granted or to be granted to the Selling
Shareholders pursuant to the Plan.
-----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 24, 1997.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549, and at the regional offices of the Commission at Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
at 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates. The
Commission maintains a Web site at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The common stock of the Company,
par value $.05 per share (the "Common Stock") is listed on the Nasdaq.
Reports, proxy statements and other information concerning the Company can also
be inspected at the offices of the Nasdaq at 1735 K Street, N.W., 3rd Floor,
Washington, D.C.
The Company has filed with the Commission a Registration Statement on
Form S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of the
Common Stock to be issued pursuant to the Plan. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth or incorporated by reference in the Registration
Statement. Copies of the Registration Statement are available from the Public
Reference Section of the Commission at prescribed rates.
The Company's principal executive offices are located at 2450 South
Shore Boulevard, Suite 300, League City, Texas, 77573, and the Company's
telephone number is (281) 334-9700.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed with the Commission by
the Company, are incorporated herein by reference and made a part hereof:
(i) The Company's latest annual report on Form 10-K for the year
ended May 31, 1996 (the "Annual Report");
(ii) All other reports filed with the Commission pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended, since the end of the fiscal year covered by the
Annual Report; and
- 2 -
<PAGE> 5
(iii) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (No. 0-24210)
filed May 5, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock to be made
hereunder shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be 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 a part of this Prospectus.
The Company will provide, without charge, to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any and all of the documents incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for such documents should be
directed to American Homestar Corporation, 2450 South Shore Boulevard, Suite
300, League City, Texas 77573, Attention: Craig A. Reynolds, Executive Vice
President (telephone: (281) 334-9700).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
SELLING SHAREHOLDERS
<TABLE>
<CAPTION>
Common Stock
Ownership Offered For Ownership
of Common Selling of Common Percentage
Stock Prior Shareholders' Stock of Common
Name and Office to Account Upon After Stock After
of Beneficial Owner Offering(1) Exercise(2) Offering Offering
------------------- ----------- ----------- -------- --------
<S> <C> <C> <C> <C>
Finis F. Teeter . . . . . . . . . . . . . . . . 1,581,103 75,000 1,506,103 17.5%
Chairman of the Board and Co-Chief Executive
Officer
Laurence A. Dawson, Jr. . . . . . . . . . . . . 1,399,337 75,000 1,324,337 15.3%
President, Co-Chief Executive Officer and
Director
</TABLE>
- 3 -
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Craig A. Reynolds . . . . . . . . . . . . . . . 115,188 39,750 75,438 *
Executive Vice President, Chief Financial
Officer, Secretary and Director
Jackie H. Holland . . . . . . . . . . . . . . . 59,788 35,750 24,038 *
Vice President, Treasurer and Director
Charles N. Carney, Jr. . . . . . . . . . . . . 189,144 39,750 149,394 1.7%
Vice President and Director
James J. Fallon . . . . . . . . . . . . . . . . 101,775 35,750 66,025 *
Vice President and Director
William O. Hunt . . . . . . . . . . . . . . . . 27,500 20,000 7,500 *
Director
Jack L. McDonald . . . . . . . . . . . . . . . 20,000 20,000 -- *
Director
</TABLE>
* Less than 1%.
(1) Includes shares to be acquired upon exercise of options granted under
the Plan, some of which are not exercisable within 60 days of the
date of this Prospectus.
(2) Total amount of shares purchasable pursuant to the Plan.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time by the
Selling Shareholders or permitted transferees. The Common Stock may be
disposed of from time to time in one or more transactions through any one or
more of the following: (i) to purchasers directly, (ii) in ordinary brokerage
transactions and transactions in which the broker solicits purchasers, (iii)
through underwriters or dealers who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Shareholders or permitted transferees and/or from the purchasers of the Common
Stock for whom they may act, (iv) the writing of options on the Common Stock,
(v) the pledge of the Common Stock as security for any loan or obligation,
including pledges to brokers or dealers who may, from time to time, themselves
effect distributions of the Common Stock or interests therein, (vi) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus, (vii) a block trade in which the
broker or dealer so engaged will attempt to sell the Common Stock as agent and
resell a portion of the block as principal to facilitate the transaction and
(viii) an exchange distribution in accordance with the rules of such exchange
or transactions in the over the counter market. Such sales may be made at
prices and at terms then prevailing or at prices related to the then current
market price or at negotiated prices and terms. In effecting sales, brokers or
dealers may arrange for other brokers or dealers to participate. The Selling
Shareholders or permitted transferees and any underwriters, brokers, dealers or
agents that participate in the distribution of the Common Stock may be deemed
to be "underwriters" within the meaning of the Securities Act and any profit on
the sale of the
- 4 -
<PAGE> 7
Common Stock by them and any discounts, commissions or concessions received by
any such underwriters, brokers, dealers or agents may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Company will pay all of the expenses incident to the offering and sale
of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Shareholders related thereto.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common Stock
offered hereby have been passed upon by Jackson & Walker, L.L.P., Dallas,
Texas.
EXPERTS
The consolidated financial statements and related financial statement
schedule of the Company appearing in the Company's Annual Report on Form 10-K
for the year ended May 31, 1996, have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, as set forth in their report thereon,
included therein and incorporated herein by reference. Such consolidated
financial statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance upon the
reports of KPMG Peat Marwick LLP pertaining to such financial statements (to
the extent covered by consents filed with the Commission) given upon the
authority of such firm as experts in accounting and auditing.
INDEMNIFICATION
The Company's Restated Articles of Incorporation (the "Charter") provide
that, to the fullest extent permitted by Texas law, directors and former
directors of the Company will not be liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as director. Texas law does
not currently authorize the elimination or limitation of the liability of a
director to the extent the director is found liable for (i) any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith that constitute a breach of duty of the director of
the Company or which involve intentional misconduct or a knowing violation of
law, (iii) transactions from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the director's office or (iv) acts or omissions for which the liability of a
director is expressly provided by law.
The Charter and the Amended and Restated Bylaws of the Company grant
mandatory indemnification to directors and officers of the Company to the
fullest extent authorized under the Texas Business Corporation Act. In
general, a Texas corporation may indemnify a director or officer who was, is or
is threatened to be made a named defendant or respondent in a
- 5 -
<PAGE> 8
proceeding by virtue of his position in the corporation if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in the case of criminal proceedings,
had no reasonable cause to believe his conduct was unlawful. A Texas
corporation may indemnify a director or officer in an action brought by or in
the right of the corporation only if such director or officer was not found
liable to the corporation, unless or only to the extent that a court finds him
to be fairly and reasonably entitled to indemnify for such expenses as the
court deems proper.
The Company has entered into Indemnity Agreements with Messrs. Teeter,
Dawson, Reynolds, Carney, Holland, Fallon, Hunt and McDonald. Pursuant to such
agreements, the Company will, to the extent permitted by applicable law,
indemnify such persons against all expenses, judgments, fines and penalties
incurred in connection with the defense or settlement of any actions brought
against them by reason of the fact that they were directors or officers of the
Company or assumed certain responsibilities at the direction of the Company.
- 6 -
<PAGE> 9
No dealer, salesman or other person has been authorized to give any information
or to make any representation not contained in this Prospectus in connection
with the offering made hereby. If given or made, such information or
representation must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall under any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date hereof. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any securities in any jurisdiction to any person to whom it would be
unlawful to make such an offer or solicitation in such jurisdiction.
--------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>
1,180,000 SHARES
AMERICAN HOMESTAR CORPORATION
COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
January 24, 1997
<PAGE> 10
On October 11, 1996, the Shareholders of American Homestar Corporation (the
"Company") approved an amendment to the Company's 1994 Stock Compensation Plan
(the "Plan"). Among other changes, the amendment increased the maximum number
of shares of the Company's common stock, par value $0.05 per share (the "Common
Stock") reserved for issuance under the Plan by 450,000 shares. This
Registration Statement on Form S-8 relates to the additional shares of Common
Stock issuable pursuant to provisions of the Plan as a result of the amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
----------- ----------------------
<S> <C>
5 .1 Opinion of Jackson & Walker, L.L.P.(1)
23.1 Consent of Jackson & Walker, L.L.P.(2)
23.2 Consent of KPMG Peat Marwick LLP.(1)
24.1 Power of Attorney.(3)
99.1 American Homestar Corporation 1994 Amended and Restated Stock
Compensation Plan.(4)
</TABLE>
- ---------------
(1) Filed herewith.
(2) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
(3) Appearing on page II-2 of this Registration Statement.
(4) Previously filed as an exhibit to the Proxy Statement dated October
11, 1996.
II-1
<PAGE> 11
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 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 Arlington, State of
Texas, on the 24th day of January, 1997.
AMERICAN HOMESTAR CORPORATION
By /s/Laurence A. Dawson
---------------------------
Laurence A. Dawson, President
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
each of Laurence A. Dawson and Finis F. Teeter as his true and lawful
attorney-in-fact and agent, each acting alone, with full powers of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, each acting alone, 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 do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents, each
acting alone, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
II-2
<PAGE> 12
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
Chairman of the Board and
Co-Chief Executive Officer
/s/Finis F. Teeter (Principal Executive Officer) January 24, 1997
------------------------------
Finis F. Teeter
President, Co-Chief Executive Officer
and Director
/s/Laurence A. Dawson, Jr. (Principal Executive Officer) January 24, 1997
---------------------------
Laurence A. Dawson, Jr.
Executive Vice President, Chief
Financial Officer,
Secretary and Director
/s/Craig A. Reynolds (Principal Financial and Accounting January 24, 1997
----------------------------- Officer)
Craig A. Reynolds
/s/Jackie H. Holland Vice President, Treasurer and Director January 24, 1997
------------------------------
Jackie H. Holland
/s/Charles N. Carney Vice President and Director January 24, 1997
-----------------------------
Charles N. Carney
/s/James J. Fallon Vice President and Director January 24, 1997
-------------------------------
James J. Fallon
/s/William O. Hunt Director January 24, 1997
-----------------------------
William O. Hunt
Director January 24, 1997
----------------------------
Jack L. McDonald
</TABLE>
II-3
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
5.1 Opinion of Jackson & Walker, L.L.P.(1)
23.1 Consent of Jackson & Walker, L.L.P.(2)
23.2 Consent of KPMG Peat Marwick LLP.(1)
24.1 Power of Attorney.(3)
99.1 American Homestar Corporation 1994 Amended and Restated
Stock Compensation Plan.(4)
</TABLE>
- --------------
(1) Filed herewith.
(2) Included in the opinion of Jackson & Walker, L.L.P., filed herewith.
(3) Appearing on page II-2 of this Registration Statement.
(4) Previously filed as an exhibit to the Proxy Statement dated October 11,
1996.
II-4
<PAGE> 1
EXHIBIT 5.1
[JACKSON & WALKER, L.L.P. LETTERHEAD]
January 24, 1997
American Homestar
2450 South Shore Blvd., Suite 300
League City, Texas 77573
Re: Registration Statement on Form S-8 of American Homestar
Corporation
Ladies and Gentlemen:
We are acting as counsel for American Homestar Corporation, a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of the offering and sale of up
to 450,000 shares of the Company's Common Stock, par value $0.05 per share (the
"Shares") issuable upon the exercise of options granted or to be granted from
time to time under the Company's 1994 Amended and Restated Stock Compensation
Plan (the "Plan"). A Registration Statement on Form S-8 covering the offering
and sale of the Shares (the "Registration Statement") is expected to be filed
with the Securities and Exchange Commission (the "Commission") on or about the
date hereof.
In reaching the conclusions expressed in this opinion, we have
examined and relied upon the originals or certified copies of all documents,
certificates and instruments as we have deemed necessary to the opinions
expressed herein, including the Certificate of Incorporation, as amended and
restated, and the Bylaws of the Company and the Plan. In making the foregoing
examinations, we have assumed the genuineness of all signatures on original
documents, the authenticity of all documents submitted to us as originals and
the conformity to original documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the
Shares, when sold in accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose
<PAGE> 2
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/Jackson & Walker, L.L.P.
Jackson & Walker, L.L.P.
<PAGE> 1
EXHIBIT 23.2
The Board of Directors
American Homestar Corporation:
The audits referred to in our report dated June 25, 1996, included the related
financial statement schedule as of May 31, 1996, and for each of the years in
the three-year period ended May 31, 1996, incorporated by reference in this
registration statement. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits. In our
opinion, such financial statement schedule, when considered in relation to the
basic consolidated financial statements taken as a whole presents fairly, in all
material respects, the information set forth therein.
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
Houston, Texas
January 23, 1997
