REGISTRATION NO. 33-80393
POST-EFFECTIVE AMENDMENT NO. 1 TO
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, Suite 200, 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, Suite 200
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
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 Registrant's Prospectus dated August 3, 1995 filed with the
Commission pursuant to Rule 424(b).
(b) The Quarterly Reports on Form 10-Q filed with respect to
the Registrant's fiscal quarters ended June 30, 1995 and September
30, 1995.
(c) The description of the Registrant's Common Stock, as such
description is set forth in the Registrant's registration 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modified or superseded for purposes of this registration statement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 Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation and the Bylaws of the
Registrant provide for the indemnification of directors and
officers to the fullest extent permitted by the General Corporation
Law of the State of Delaware (the "Delaware Code").
Section 145 of the Delaware Code authorizes indemnification
when a person is made a party to any proceeding by reason of the
fact that such person is or was a director, officer, employee or
agent of the corporation or was serving as a director, officer,
employee or agent of another enterprise, at the request of the
corporation, and if such person acted in good faith and in a manner
reasonably believed by him or her to be in or not opposed to the
best interests of the corporation. With respect to any criminal
proceeding, such person must have had no reasonable cause to
believe that his or her conduct was unlawful. If it is determined
that the conduct of such person meets these standards, he or she
may be indemnified for expenses incurred and amounts paid in such
proceeding if actually and reasonably incurred by him or her in
connection therewith. If such a proceeding is brought by or on
behalf of the corporation (i.e., a derivative suit), such person
may be indemnified against expenses actually and reasonably
incurred if he or she acted in good faith and in a manner
reasonably believed by him or her to be in, or not opposed to, the
best interests of the corporation. There can be no indemnification
with respect to any matter as to which such person is adjudged to
be liable to the corporation; however, a court may, even in such
case, allow such indemnification to such person for such expenses
as the court deems proper. Where such person is successful in any
such proceeding, he or she is entitled to be indemnified against
expenses actually and reasonably incurred by him or her. In all
other cases, indemnification is made by the corporation upon
determination by it that indemnification of such person is proper
because such person has met the applicable standard of conduct.
Article Six of the Registrant's Certificate of Incorporation
provides that the Registrant's directors will not be personally
liable to the Registrant or its stockholders for monetary damages
resulting from breaches of their fiduciary duty as directors except
for liability (a) for any breach of their duty of loyalty to the
Registrant or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the Delaware Code, which
makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions or (d) for transactions from which
directors derive an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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
Registration Quarterly Report on Form 10-Q (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** Consents of KPMG Peat Marwick LLP
23.3* Consent of McGladrey & Pullen LLP
24.1* Power of Attorney (contained on signature page of
original filing)
* Included with this filing.
** Previously filed.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)3 of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraph (a)(1)(i) and
(a)(1)(ii) shall not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934; and, where
interim financial information required to be presented by Article 3
of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim
financial information.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions
described in Item 6, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceedings) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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
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
Director
______________________
Robert J. Klein
**By: /s/ F. Andrew Mitchell
_______________________
F. Andrew Mitchell
Attorney in Fact
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
Registration Quarterly Report on Form 10-Q (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* Consents of KPMG Peat Marwick LLP
23.3* Consent of McGladrey & Pullen LLP
24.1* Power of Attorney (contained on signature page of
original filing)
* Included with this filing.
** Previously filed.
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Moovies, Inc.
As independent public accountants, we hereby consent to the incorporation
by reference in the July 5, 1996 Post-Effective Amendment No. 1 to Form S-8
Registration Statement our report dated December 21, 1994, on the November 30,
1994 financial statements of MoveAmerica, Incorporated which appears in the
Form 10-Q of Moovies, Inc. dated November 13, 1995.
Des Moines, Iowa /s/ McGladrey & Pullen, LLP
July 5, 1996
