REGISTRATION NO. 333-
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MOOVIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-1012733
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
201 Brookfield Parkway, Greenville, South Carolina 29607
(Address of Principal Executive Offices) (Zip Code)
Moovies, Inc.
1995 Stock Plan
(Full title of the plan)
John L. Taylor, President, CEO
Moovies, Inc.
201 Brookfield Parkway
Greenville, South Carolina 29607
(Name and address of agent for service)
(864) 213-1700
(Telephone number, including area code, of agent for service)
Copy to:
T. Clark Fitzgerald III, Esq.
Arnall Golden & Gregory
2800 One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30303-3450
(404) 873-8622
Calculation of Registration Fee
Proposed
Title of Proposed maximum
securities Amount maximum aggregate Amount of
to be to be offering price offering registration
registered registered per share price fee*
Common Stock, 940,000 Shares $8.375 $7,872,500 $2,715.00
$.001 par value
* Calculated pursuant to Rule 457(h), based upon the average of the high and
low prices reported for the Common Stock on July 3, 1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the Registration
Statement:
(a) The Annual Report on Form 10-K filed with respect to the registrant's
fiscal year ended December 31, 1995.
(b) The Quarterly Report on Form 10-Q filed with respect to the
Registrant's fiscal quarter ended March 31, 1996.
(c) The description of the Registrant's Common Stock, as such description
is set forth in the Registrant's registration statement on Form 8-A filed
under Section 12 of the Securities Exchange Act of 1934.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the shares of Common
Stock offered have been sold or which deregisters all of such shares
then remaining unsold, shall be deemed to be incorporated by reference
in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be 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 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 registration
statement.
This Registration Statement hereby incorporates by reference the
contents of Items 4 through 9 of the Registrant's Registration
Statement on Form S-8, File Number 33-80393.
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 Greenville, State of South Carolina on July 5, 1996.
MOOVIES, INC.
By: /s/ John L. Taylor
John L. Taylor
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John L. Taylor and F. Andrew Mitchell, and
each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name,
place, and stead, in any and all capacities, to sign any and 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 said 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 and about the premises, as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
PRINCIPAL EXECUTIVE, FINANCIAL & ACCOUNTING OFFICERS AND DIRECTORS:
NAME TITLE DATE
/s/ John L Taylor Chairman, President, and July 5, 1996
__________________ Chief Executive Officer
John L. Taylor (Principal Executive Officer)
and Director
/s/ F. Andrew Mitchell Chief Financial Officer and July 5, 1996
__________________ Director (Principal Financial
F. Andrew Mitchell Officer and Principal Accounting
Officer)
/s/ Douglas Raines Director July 5, 1996
_________________
Douglas Raines
/s/ Michael A. Yeargin Director July 5, 1996
_________________
Michael A. Yeargin
/s/ Arthur F. Greeder, III Director July 5, 1996
_________________
Arthur F. Greeder, III
/s/ Rokki Rogan Director July 5, 1996
_________________
Rokki Rogan
/s/ Theodore J. Coburn Director July 5, 1996
_________________
Theodore J. Coburn
/s/ Charles D. Way Director July 5, 1996
_________________
Charles D. Way
/s/ Robert J. Klein Director July 5, 1996
_________________
Robert J. Klein
EXHIBIT INDEX
Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation of the Registrant
(hereby incorporated herein by reference to Exhibit 3.1
filed with Registrant's Registration Statement on Form S-1
(File No. 33-93562) which became effective on August 3,
1995)
3.2 Restated Bylaws of the Registrant (hereby incorporated
herein by reference to Exhibit 3.2 filed with Registrant's
Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 (File No. 0-26526)
5* Opinion of Arnall Golden & Gregory regarding legality
23.1* Consent of Arnall Golden & Gregory (included as part of
Exhibit 5 hereto)
23.2* Consent of KPMG Peat Marwick LLP
25* Power of Attorney (contained on signature page)
* Included with this filing.
ARNALL GOLDEN & GREGORY
2800 ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3450
July 5, 1996
Moovies, Inc.
201 Brookfield Parkway
Greenville, South Carolina 29607
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
This opinion is rendered in connection with the proposed issue and sale
by Moovies, Inc., a Delaware corporation (the "Company"), of up to 940,000
shares of the Company's Common Stock, $.001 par value (the "Shares"), upon the
terms and conditions set forth in the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
We have acted as counsel for the Company in connection with the issuance and
sale of the Shares by the Company.
In rendering the opinion contained herein, we have relied in part upon
examination of the Company's corporate records, documents, certificates and
other instruments and the examination of such questions of law as we have
considered necessary or appropriate for the purpose of this opinion. Based
upon the foregoing, we are of the opinion that the Shares have been duly and
validly authorized and when sold in the manner contemplated by the 1995 Stock
Plan of Registrant, and upon receipt by the Company of payment therefor, and
upon issuance pursuant to a current prospectus in conformity with the Act,
they will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission
that we are a party whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act of 1933, as
amended.
Sincerely,
ARNALL GOLDEN & GREGORY
ARNALL GOLDEN & GREGORY
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Moovies, Inc.:
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Moovies, Inc. of our report
dated March 1, 1996, relating to the consolidated balance sheets
of Moovies, Inc. as of December 31, 1994 and
1995, and the related consolidated statements of operations,
stockholders' equity and partners' equity (deficit), and
cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the
December 31, 1995 annual report on Form 10-K of Moovies, Inc.
KPMG Peat Marwick LLP
Greenville, South Carolina
July 2, 1996
