As filed with the Securities and Exchange Commission on September 7, 2000
-------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------------
FORM S-8
Registration Statement
Under the Securities Act of 1933
AMCON DISTRIBUTING COMPANY
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-0702918
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10228 "L" Street
Omaha, Nebraska 68127
------------------------------- -------
(Address of principal executive (Zip code)
offices)
AMCON DISTRIBUTING COMPANY
FIRST AMENDED AND RESTATED 1994 STOCK OPTION PLAN
----------------------------
(Full title of the plan)
Kathleen M. Evans
President
AMCON Distributing Company
10228 "L" Street
Omaha, Nebraska 68127 (402) 331-3727
------------------------------- ----------------------
(Name and address of agent (Telephone number, including
for service) area code, of agent for
service)
Copies to:
Steven P. Amen, Esq.
Kutak Rock LLP
1650 Farnam Street
Omaha, Nebraska 68102
(402) 346-6000
CALCULATION of REGISTRATION FEE
------------------- ----------- --------- --------- ------------
Proposed Proposed
Amount to Maximum Maximum
be Offering Aggregate Amount of
Title of Securities Registered Price per Offering Registration
be registered (1) Share (2) Price (2) Fee
------------------- ----------- --------- ----------- ------------
Common Stock, 250,000 $5.75 $1,437,500 $380.00
par value $0.01
per share
(1) This Registration Statement shall also cover any additional shares of
Registrant's common stock which become issuable under the First Amended and
Restated 1994 Stock Option Plan, as amended from time to time, with respect to
the securities registered hereunder by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the Registrant's outstanding shares of common stock.
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of
calculating the registration fee. The price per share is estimated to be
$6.00 based on the average of the high $6.00 and low $6.00 sale prices for the
Common Stock in the American Stock Exchange on September 5, 2000, as reported
in the Wall Street Journal on September 6, 2000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed with the Securities and Exchange
Commission by AMCON Distributing Company (the "Registrant") pursuant to
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-8 (Registration No.
333-33405) filed August 8, 1997.
(b) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999.
(c) All reports filed under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 by the Registrant since September 30, 1999.
(d) Description of the Registrant's Common Stock incorporated into
Registrant's Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on December 30, 1999.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any
subsequently filed document that 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 Registration Statement.
Item 8. Exhibits.
The following is a complete list of exhibits filed as part of this
Registration Statement. Exhibit numbers correspond to the numbers in the
Exhibit Table of Item 601 of Regulation S-K.
Exhibit
Number Description
------- ----------------
4(a) Specimen of Certificate of the Registrant's Common Stock, par value
$0.01 per share (incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement on Form S-1 (Registration No.
33-82848) filed by the Registrant on August 15, 1994)
4(b) The Registrant's First Amended and Restated 1994 Stock Option Plan
(incorporated by reference to Exhibit 10.17 of the Registrant's
Report on Form 10-Q filed on August 4, 2000)
5 Opinion of Kutak Rock LLP
23(a) Consent of Kutak Rock LLP (contained in its opinion filed as
Exhibit 5)
23(b) Consent of PricewaterhouseCoopers LLP
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 Omaha, State of Nebraska, on
September 7, 2000.
AMCON DISTRIBUTING COMPANY
By /s/ Kathleen M. Evans
--------------------------
Kathleen M. Evans, President
SIGNATURES
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 indicated as of September 7, 2000.
Signature Title
-------------- ---------
/s/ William F. Wright Chairman of the Board, Director
------------------------------
William F. Wright
/s/ Kathleen M. Evans President (Principal Executive
------------------------------ Officer)
Kathleen M. Evans
/s/ Michael D. James Chief Financial Officer and
----------------------------- Treasurer (Principal Financial
Michael D. James and Accounting Officer)
/s/ J. Tony Howard Director
------------------------------
J. Tony Howard
/s/ Jerry Fleming Director
------------------------------
Jerry Fleming
/s/ Allen D. Petersen Director
------------------------------
Allen D. Petersen
/s/ William R. Hoppner Director
------------------------------
William R. Hoppner
/s/ Timothy R. Pestotnik Director
------------------------------
Timothy R. Pestotnik
EXHIBIT INDEX
Exhibit
Number Description
------- ---------------
4(a) Form of Certificate of the Registrant's Common Stock, par value
$0.01 per share (incorporated by reference to Exhibit 4.1 of the
Registrant's Registration Statement of Form S-1 (Registration No.
33-82848) filed of August 15, 1994)
4(b) The Registrant's 1994 Stock Option Plan (incorporated by reference
to Exhibit 10.7 of the Registrant's Statement of Form S-1
Registration No.33-82848) filed on August 15, 1994)
5 Opinion of Kutak Rock.
23(a) Consent of Kutak Rock (contained in its opinion filed as Exhibit 5)
23(b) Consent of Coopers & Lybrand LLP
