As filed with the Securities and Exchange Commission on June 12, 1997
Registration No. 333-25303
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
Post-Effective Amendment No. 2
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)
---------------------------
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. 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.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Equity Corporation International (the "Company") incorporates herein by
reference the following documents as of their respective dates as filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997; and
(c) the descriptions of the Common Stock and associated preferred
share purchase rights contained in the Company's registration
statements on Form 8-A (File No. 1-13017) each filed with the
Commission on May 19, 1997 pursuant to Section 12(b) of the
Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorneys' fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person 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 provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the stockholders or
disinterested directors or by independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
II-2
<PAGE>
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The Company
maintains policies insuring its officers and directors against certain
liabilities for actions taken in their capacities as officers and directors,
including liabilities under the Securities Act of 1933.
The Company's Certificate of Incorporation and Bylaws permit the
directors and officers of the Company to be indemnified and permit the
advancement to them of expenses in connection with actual or threatened
proceedings and claims arising out of their status as such, to the fullest
extent permitted by the Delaware General Corporation Law. The Company has
entered into indemnification agreements with each of its directors and executive
officers that provide for indemnification and expense advancement to the fullest
extent permitted under the Delaware General Corporation Law. Such
indemnification agreements include related provisions intended to facilitate the
indemnities' receipt of such benefits, including certain provisions applicable
to constituent corporations in the event of certain mergers or acquisitions.
The Company's Certificate of Incorporation limits under certain
circumstances the liability of the Company's directors to the Company or its
stockholders to the fullest extent permitted by Delaware law. Specifically,
directors of the Company will not be personally liable for monetary damages for
breach of a director's fiduciary duty as a director, except for liability (i)
for a breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (relating to the declaration of dividends
and purchase or redemption of shares in violation of the Delaware General
Corporation Law) or (iv) for any transaction from which the director derived an
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C> <C>
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)
</TABLE>
- ----------
+ Incorporated herein by reference.
* Previously filed.
II-3
<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 12th day of June,
1997.
EQUITY CORPORATION INTERNATIONAL
By: /s/ W. Cardon Gerner
-------------------------
W. Cardon Gerner
Senior Vice President --
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> <C>
* Chairman of the Board, President
------------------------ and Chief Executive Officer
James P. Hunter, III (Principal Executive Officer)
/s/ W. Cardon Gerner Senior Vice President -- Chief June 12, 1997
------------------------ Financial Officer (Principal Financial
W. Cardon Gerner and Accounting Officer)
* Director
-----------------------
J. Patrick Doherty
* Director
----------------------
Jack T. Hammer
* Director
-----------------------
Thomas R. McDade
* Director
----------------------
Kenneth W. Smith
*By: /s/ W. Cardon Gerner June 12, 1997
----------------------
W. Cardon Gerner
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C>
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)
</TABLE>
- ----------
+ Incorporated herein by reference.
* Previously filed.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Equity Corporation International (the "Company") 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 the
Company 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 Company's Annual
Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
Houston, Texas
June 12, 1997
