As filed with the Securities and Exchange Commission on May 8, 1997
Registration No. 333-25303
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
Post-Effective Amendment No. 1
to
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 or organization) Identification No.)
415 South First Street
Suite 210
Lufkin, Texas 75901
(Address of Principal Executive Offices) (Zip Code)
1997 EQUITY CORPORATION INTERNATIONAL
EMPLOYEE STOCK PURCHASE 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)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Maximum Proposed Maximum
Amount to Offering Price Aggregate Amount of
Title of Securities to be Registered be Registered (1) Per Share Offering Price Registration Fee (2)
- ---------------------------------------------- ------------------ -------------------- ------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share(3) 500,000 Shares n.a. n.a. Previously paid
===============================================================================================================================
</TABLE>
(1) This registration statement was originally filed with the Securities
and Exchange Commission on April 16, 1997 covering 500,000 shares of
Common Stock. Pursuant to Rule 416(c) under the Act, this registration
statement hereafter shall also cover an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) The initial filing fee of $3,182 was paid in connection with the
original filing of this registration statement. Pursuant to Rule 416,
no additional filing fee is required.
(3) 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.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Amendment No. 1 is filed for the purpose of correcting Exhibit
5.1 as filed by EDGAR to conform with the original copy thereof.
Item 8. Exhibits.
Exhibit
Number Description
4.1+ -- Amended and Restated Certificate of Incorporation (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (Reg. No.
33-98052))
4.2+ -- Amended and Restated Bylaws (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-98052))
4.3+ -- Form of Certificate representing shares of Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Reg.
No. 33-82546))
4.4+ -- Stockholder Rights Agreement, dated October 13, 1994, between the
Company and American Stock Transfer & Trust Company, as Rights Agent
(filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994)
4.5+ -- Certificate of Designation of the Series One Junior Participating
Preferred Stock (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (Reg. No. 33-98052))
4.6+ -- First Amendment to Stockholders Rights Agreement, dated September
10, 1996, between the Company and American Stock Transfer & Trust
Company as Rights Agent (filed as Exhibit 6 to the Company's
Registration Statement on Form 8-A/A (Amendment No. 2)).
4.7* -- Equity Corporation International 1997 Employee Stock Purchase Plan
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)
- ----------
+ Incorporated herein by reference.
* Previously filed.
** Amended and refiled as set forth herein.
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
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Lufkin, State of Texas,
on the 8th day of May, 1997.
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. Cardon Gerner
---------------------------------
W. Cardon Gerner
Senior Vice President and Chief
Financial Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Chairman of the Board,
-------------------------------------- President and Chief
James P. Hunter, III Executive Officer
(Principal Executive Officer)
/s/ W. Cardon Gerner Senior Vice President and May 8, 1997
-------------------------------------- Chief Financial Officer
W. Cardon Gerner (Principal Financial and
Accounting Officer)
*
-------------------------------------- Director
J. Patrick Doherty
*
-------------------------------------- Director
Jack T. Hammer
*
-------------------------------------- Director
Thomas R. McDade
*
-------------------------------------- Director
Kenneth W. Smith
*By: /s/ W. Cardon Gerner May 8, 1997
----------------------------------------
W. Cardon Gerner,
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1+ -- Amended and Restated Certificate of Incorporation (filed as Exhibit
4.1 to the Company's Registration Statement on Form S-8 (Reg. No.
33-98052))
4.2+ -- Amended and Restated Bylaws (filed as Exhibit 4.3 to the Company's
Registration Statement on Form S-8 (Reg. No. 33-98052))
4.3+ -- Form of Certificate representing shares of Common Stock (filed as
Exhibit 4.1 to the Company's Registration Statement on Form S-1 (Reg.
No. 33-82546))
4.4+ -- Stockholder Rights Agreement, dated October 13, 1994, between the
Company and American Stock Transfer & Trust Company, as Rights Agent
(filed as Exhibit 4.2 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994)
4.5+ -- Certificate of Designation of the Series One Junior Participating
Preferred Stock (filed as Exhibit 4.2 to the Company's Registration
Statement on Form S-8 (Reg. No. 33-98052))
4.6+ -- First Amendment to Stockholders Rights Agreement, dated September
10, 1996, between the Company and American Stock Transfer & Trust
Company as Rights Agent (filed as Exhibit 6 to the Company's
Registration Statement on Form 8-A/A (Amendment No. 2)).
4.7* -- Equity Corporation International 1997 Employee Stock Purchase Plan
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)
- ----------
+ Incorporated herein by reference.
* Previously filed.
** Amended and refiled as set forth herein.
II-4
EXHIBIT 5.1
Andrews & Kurth L.L.P.
[letterhead]
April 16, 1997
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
and sale of up to 500,000 shares (the "Shares") of the Company's common stock,
par value $0.01 per share ("Common Stock") by the Company pursuant to its 1997
Employee Stock Purchase Plan (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, when
issued in accordance with the terms of the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
1208/1249/2606
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the registration statement of Equity Corporation International on Form
S-8 (File No. 333-25303) of our report dated March 6, 1997, on our audits of the
consolidated financial statements and financial statement schedule of Equity
Corporation International as of December 31, 1996 and 1995, and for each of the
three years in the period ended December 31, 1996, which report is included in
the Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Houston, Texas
May 8, 1997
