As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EQUITY CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
Delaware 75-2521142
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
415 South First Street
Suite 210
Lufkin, Texas 75901
(Address of Principal Executive Offices) (Zip Code)
EQUITY CORPORATION INTERNATIONAL
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
W. Cardon Gerner
Senior Vice President
and Chief Financial Officer
415 South First Street, Suite 210
Lufkin, Texas 75901
(Name and address of agent for service)
(409) 631-8700
(Telephone number, including area code,
of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered (1) registered (2) Per Share (3) Price (3) Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share (4) 400,000 $31.8125 $12,725,000 $4,388
============================================== ================ ================== ================ ================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Act"), this registration statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) 900,000 shares of Common Stock, par value $.01 per share ("Common Stock"),
were registered on Form S-8 (File No. 33-98052) on October 12, 1995 (to be
adjusted to 1,350,000 shares of Common Stock after the dividend of .5
shares of Common Stock per issued and outstanding share of Common Stock
payable on October 2, 1996 to stockholders of record on September 23, 1996)
on which date a fee of $7,177 was paid, and 400,000 shares (600,000 shares
giving effect to the stock dividend) are being registered herewith.
Pursuant to Rule 429 under the Act, the Prospectus included herein shall
relate to the 900,000 shares of the registrant's Common Stock previously
registered.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Act, based upon the average of the high
and low prices of a share of the registrant's Common Stock for September
16, 1996 on the Nasdaq National Market as reported in The Wall Street
Journal on September 17, 1996.
(4) Includes preferred share purchase rights associated with the Common Stock.
No separate fee is payable in respect of the registration of such preferred
share purchase rights.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed solely
to register additional securities. In accordance with General Instruction E of
Form S-8, the Company hereby incorporates by reference the contents of the
Company's registration statement on Form S-8 (No. 33-98052), as amended,
originally filed with the Securities and Exchange Commission (the "Commission")
on October 12, 1995, relating to the Equity Corporation International 1994
Long-Term Incentive Plan, as amended.
Item 8. Exhibits.
Exhibit
Number Description
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered.
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion
filed as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (set forth on the signature page contained
in Part II of this Registration Statement).
II-2
<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 Lufkin, State of Texas, on the
19th day of September, 1996.
EQUITY CORPORATION INTERNATIONAL
By: /s/ James P. Hunter, III
James P. Hunter, III
Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
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 dates indicated.
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of Equity Corporation International hereby
constitutes and appoints James P. Hunter, III and W. Cardon Gerner, and each
of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on
his behalf and in his name, place and stead, in any and all capacities, to
sign, execute and file this Registration Statement under the Securities Act
of 1933, and any or all amendments (including, without limitation,
post-effective amendments), with all exhibits and any and all documents
required to be filed with respect thereto, with the Securities and Exchange
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in order to
effectuate the same, as fully to all intents and purposes as he himself
might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or their substitute
or substitutes, may lawfully do or cause to be done.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James P. Hunter, III Chairman of the Board,
---------------------------------------- President and Chief September 19, 1996
James P. Hunter, III Executive Officer
(Principal Executive Officer)
/s/ W. Cardon Gerner Senior Vice President and September 19, 1996
---------------------------------------- Chief Financial Officer
W. Cardon Gerner (Principal Financial and
Accounting Officer)
/s/ T. Craig Benson Director September 19, 1996
----------------------------------------
T. Craig Benson
/s/ Jack T. Hammer Director September 19, 1996
----------------------------------------
Jack T. Hammer
/s/ Thomas R. McDade Director September 19, 1996
----------------------------------------
Thomas R. McDade
/s/ Kenneth W. Smith Director September 19, 1996
----------------------------------------
Kenneth W. Smith
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Andrews & Kurth L.L.P., as to the legality of the
securities being registered.
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed
as Exhibit 5.1 to this Registration Statement).
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Power of Attorney (set forth on the signature page contained in
Part II of this Registration Statement).
EXHIBIT 5.1
[Andrews & Kurth L.L.P. Letterhead]
September 19, 1996
Board of Directors
Equity Corporation International
415 South First Street, Suite 210
Lufkin, Texas 75901
Gentlemen:
We have acted as counsel to Equity Corporation International, a
Delaware Corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of the offering
of up to 400,000 shares (the "Shares") of the Company's common stock, $.01 par
value (the "Common Stock"), in addition to the 900,000 shares previously
authorized pursuant to the Equity Corporation International 1994 Long-Term
Incentive Plan, as amended and restated (the "Plan").
In connection herewith, we have examined copies of such statutes,
regulations, corporate records and documents, certificates of public and
corporate officials and other agreements, contracts, documents and instruments
as we have deemed necessary as a basis for the opinion hereafter expressed. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original documents of all documents submitted to us as copies. We have
also relied, to the extent we deem such reliance proper, upon information
supplied by officers and employees of the Company with respect to various
factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares, when issued 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.
Very truly yours,
ANDREWS & KURTH L.L.P.
1208/1173/2606
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Equity Corporation International on Form S-8 pertaining to
400,000 shares (600,000 shares as adjusted for a stock dividend payable
October 2, 1996) of Equity Corporation International Common Stock, par value
$.01 per share of our report dated March 8, 1995, on our audits of the
consolidated financial statements and consolidated financial statement
schedule of Equity Corporation International, as of December 31, 1995 and
1994, and for each of the three years ended December 31, 1995, which report
is included in the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Houston, Texas
September 19, 1996
