As filed with the Securities and Exchange Commission
on June 29, 2023
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
_______________________
AMERICA’S
CAR-MART, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or other jurisdiction of incorporation or organization) |
63-0851141
(IRS Employer Identification Number) |
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
(479) 464-9944
(Address including zip code, and telephone number,
including area code, of registrant’s principal
executive offices)
_______________________
Jeffrey A. Williams
Chief Executive Officer
America’s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
(479) 464-9944
(Name, address, including zip code, and telephone
number,
including area code, of agent for service)
_______________________
Copies to:
Courtney C. Crouch, III
Mitchell, Williams, Selig, Gates & Woodyard, PLLC
425 West Capitol Avenue, Suite 1800
Little Rock, Arkansas 72201
Telephone: (501) 688-8822
_______________________
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☒ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
|
Emerging growth company ☐ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted. |
SUBJECT TO COMPLETION, DATED JUNE 29,
2023.
PROSPECTUS
America’s
Car-Mart, Inc.
$400 Million
of
Common Stock
Preferred Stock
Debt Securities
Rights
Warrants
We may offer and sell, from
time to time, in one or more offerings, any combination of securities that we describe in this prospectus having a total initial offering
price not exceeding $400 million.
This prospectus provides
you with a general description of the securities that we may offer. We will file prospectus supplements and may provide other offering
material at later dates that will contain specific terms of each issuance or sale of securities. These supplements may also add, update
or change information contained in this prospectus.
You should read this prospectus
and the applicable prospectus supplement carefully before you invest in the securities described in the applicable prospectus supplement.
This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement.
Our common stock is listed
on the NASDAQ Global Select Market under the symbol “CRMT.” On June 26, 2023, the last reported sale price of our common stock
on the NASDAQ Global Select Market was $95.30 per share.
Investing in our securities
involves a high degree of risk. See the section entitled “Risk Factors” on page 3 of this prospectus and in the documents
we filed with the Securities and Exchange Commission that are incorporated in this prospectus by reference for certain risks and uncertainties
you should consider.
We may sell securities to
or through underwriters, dealers or agents. For additional information on the method of sale, you should refer to the section entitled
“Plan of Distribution.” The names of any underwriters, dealers or agents involved in the sale of any securities and the specific
manner in which they may be offered will be set forth in the prospectus supplement covering the sale of these securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense in the United States.
This prospectus is dated , .
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is a part
of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf”
registration process. Under this shelf registration process, we may from time to time sell the securities described in this prospectus
in one or more offerings.
The registration statement
containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the securities
offered under this prospectus. The registration statement, including the exhibits and the documents incorporated herein by reference,
can be read on the SEC website mentioned under the heading “Where You Can Find More Information.”
We may provide a prospectus
supplement containing specific information about the amounts, prices and terms of the securities for a particular offering. The prospectus
supplement may add, update or change information in this prospectus. If the information in the prospectus is inconsistent with a prospectus
supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and, if applicable,
any prospectus supplement. See “Where You Can Find More Information” for more information.
We have not authorized any
dealer, salesperson or other person to give any information or to make any representation other than those contained or incorporated by
reference in this prospectus or any prospectus supplement. You must not rely upon any information or representation not contained or incorporated
by reference in this prospectus or any prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer
to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus
and any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained
in this prospectus or any prospectus supplement is accurate on any date subsequent to the date set forth on the front of such document
or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by
reference, even though this prospectus and any prospectus supplement is delivered or securities are sold on a later date.
Unless otherwise stated or
the context otherwise requires, all references to “America’s Car-Mart, Inc.,” “the Company,” “we,”
“our,” “us” and similar terms refer to America’s Car-Mart, Inc. and its consolidated subsidiaries. Unless
otherwise indicated, currency amounts in this prospectus and in any applicable prospectus supplement are stated in U.S. dollars.
FORWARD-LOOKING STATEMENTS
Some of the statements and
assumptions in this Form S-3 are forward-looking statements. These statements identify prospective information. Important factors could
cause actual results to differ, possibly materially, from those in the forward-looking statements. In some cases you can identify forward-looking
statements by words such as “anticipate,” “expect,” “believe,” “estimate,” “plan,”
“intend,” “may,” “could,” “should,” “will” and “would” or other
similar words. You should read statements that contain these words carefully because they discuss our future expectations, events, objectives,
plans or goals or may contain projections of our future results of operations or financial position or state other “forward-looking”
information. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be
accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based
on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks
and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. For examples
of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking
statements, see the documents described in the section below captioned “Risk Factors.”
Forward-looking statements
speak only as of the date the statements are made. We assume no obligation to update forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities
laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect
thereto or with respect to other forward-looking statements.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the information
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, we file annual, quarterly
and current reports, proxy statements and other information with the SEC and filed a registration statement on Form S-3 under the Securities
Act of 1933, as amended (the “Securities Act”), relating to the securities offered by this prospectus. This prospectus, which
forms part of the registration statement, does not contain all of the information included in the registration statement. For further
information, you should refer to the registration statement and its exhibits.
You may review the registration
statement and any document we file with the SEC by accessing the website maintained by the SEC at https://www.sec.gov. The site contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition to
the foregoing, we maintain a website at https://www.car-mart.com. Our website content is made available for informational purposes only.
It should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available on
our internet website copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments
to such document as soon as practicable after we electronically file such material with or furnish such documents to the SEC.
DOCUMENTS INCORPORATED BY
REFERENCE
The SEC allows us to “incorporate
by reference” information that we file with the SEC into this prospectus, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference in this prospectus is considered part of this prospectus.
Any statement in this prospectus or incorporated by reference into this prospectus shall be automatically modified or superseded for purposes
of this prospectus to the extent that a statement contained in a subsequently filed document that is incorporated by reference in this
prospectus modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.
We incorporate by reference
the following documents that we filed with the SEC (in each case excluding any portion of such documents that have been furnished to and
deemed not to be filed with the SEC):
| · | Our Annual Report on Form 10-K for the fiscal year ended April 30, 2023, filed with the SEC on June 26,
2023. |
| · | The description of our common stock contained our Registration Statement on Form 10 filed with the Commission
on December 23, 1986, as updated by the description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for
the fiscal year ended April 30, 2021, filed with the SEC on July 2, 2021, including any amendment or report filed for the purpose of updating
such description. |
In addition, all documents
and reports that we subsequently file with the SEC (other than any portions of such filings that are furnished rather than filed under
applicable SEC rules) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial registration statement
of which this prospectus is a part and prior to effectiveness of the registration statement and (ii) after the effectiveness of such registration
statement until all of the securities to which this prospectus relates have been sold or the offering is otherwise terminated shall be
deemed to be incorporated in this prospectus by reference. Unless otherwise stated in the applicable reports, information furnished under
Item 2.02 or 7.01 of our Current Reports on Form 8-K is not incorporated by reference.
You may request a copy of
any documents incorporated by reference herein, at no cost, by writing or calling us at the following address:
America’s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
Attn: Corporate Secretary
(479) 464-9944
THE COMPANY
We
are one of the largest publicly held automotive retailers in the United States focused exclusively on the “Integrated Auto Sales
and Finance” segment of the used car market. We primarily sell older model used vehicles and provide financing for substantially
all of our customers. Many of our customers have limited financial resources and would not qualify for conventional financing as a result
of limited credit histories or past credit difficulties. As of April 30, 2023, we operated 156 dealerships located primarily in small
cities throughout the South-Central United States. Our operations are principally conducted through its two operating subsidiaries, America’s
Car Mart, Inc., an Arkansas corporation (“Car-Mart of Arkansas”), and Colonial Auto Finance, Inc., an Arkansas corporation
(“Colonial”).
We are a Texas corporation
with our corporate and administrative offices in Rogers, Arkansas.
Our principal executive offices
are located at 1805 North 2nd Street, Suite 401, Rogers, Arkansas 72756, and our telephone number is (479) 464-9944. Our website
is https://www.car-mart.com/. The information contained on, or accessible through, our website is not a part of this registration statement.
RISK FACTORS
An investment in our securities
involves significant risks. Our business, financial condition, and results of operations could be materially adversely affected by any
of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment.
Before you make an investment decision regarding the securities, you should carefully consider the risks and uncertainties described under
“Risk Factors” in the applicable prospectus supplement and in our most recent Annual Report on Form 10-K, and in any updates
to those Risk Factors in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in this prospectus or
incorporated by reference into this prospectus and any applicable prospectus supplement, in light of your particular investment objectives
and financial circumstances. The risks described in those documents are not the only ones that we face. Additional risks and uncertainties
not presently known to us or that we currently deem immaterial may also affect our business operations, our financial results and the
value of the securities. The prospectus supplement applicable to each series of securities we offer may contain a discussion of additional
risks applicable to an investment in us and the securities we are offering under that prospectus supplement.
USE OF PROCEEDS
Unless otherwise specified
in the applicable prospectus supplement, we intend to use the proceeds from the sale of the securities described in this prospectus for
general corporate purposes. Pending such use, we may temporarily invest the proceeds or use them to reduce indebtedness. We may also invest
funds which are not required immediately in short-term marketable securities. The applicable prospectus supplement will provide more details
on the use of proceeds of any specific offering.
DESCRIPTION OF SECURITIES
WE MAY OFFER
This prospectus contains
summary descriptions of our common stock, preferred stock, debt securities, rights and warrants that we may offer from time to time. These
summary descriptions are not meant to be complete descriptions of each security. The particular terms of any security will be described
in the accompanying prospectus supplement and other offering material. The accompanying prospectus supplement may add, update or change
the terms and conditions of the securities as described in this prospectus.
When we use the terms “security”
or “securities” in this prospectus, we mean any of the securities we may offer with this prospectus, unless we say otherwise.
DESCRIPTION OF CAPITAL STOCK
The following is a summary
of the material terms of our capital stock and certain provisions of the Company’s Articles of Incorporation, as amended (“Articles”),
Amended and Restated Bylaws, as amended (“Bylaws”), and certain provisions of applicable law. The following is only a summary
and is qualified by applicable law and by the provisions of the Company’s Articles and Bylaws, copies of which have been filed with
the SEC. It also summarizes relevant portions of the Texas Business Organizations Code, which we refer to as Texas law. Since the terms
of our Articles, Bylaws and Texas law are more detailed than the general information provided below, we urge you to read the actual provisions
of those documents and Texas law. The following summary of our capital stock is subject in all respects to Texas law, our Articles and
our Bylaws. If you would like to read our Articles or Bylaws, these documents are on file with the SEC, as described under the heading
“Where You Can Find More Information.”
General
The Company is authorized
to issue up to 50,000,000 shares of common stock, par value $0.01 per share, and up to 1,000,000 shares of preferred stock, par value
$0.01 per share. Each share of the Company’s common stock has the same relative rights as, and is identical in all respects to,
each other share of the Company’s common stock.
The Company’s common
stock is listed on the NASDAQ Global Select Market. The outstanding shares of the Company’s common stock are fully paid and non-assessable.
Common Stock
Dividend Rights. Subject
to such preferential rights as the Board of Directors of the Company (the “Board”) may grant in connection with future issuances
of preferred stock, holders of shares of common stock are entitled to receive such dividends as the Board may declare in its discretion
out of funds legally available therefor. Under the Company’s Bylaws, the Board may declare dividends at any regular or special meeting,
and dividends may be paid in cash, in property, or in shares of the capital stock, subject to any provisions of the Articles.
Voting Rights.
Holders of shares of common stock are entitled to elect all of the members of the Board, and such holders are entitled to vote as a class
on all matters required or permitted to be submitted to the shareholders of the Company. Each director shall be elected by a majority
of the votes cast with respect to that director at the annual meeting. However, if the number of nominees is greater than the number of
directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at
the annual meeting. All other matters require the affirmative vote of the holders of a majority of the shares entitled to vote on, and
that voted for or against or expressly abstained with respect to, that matter at a meeting of shareholders at which a quorum is present.
Holders of the Company’s common stock do not have cumulative voting rights.
Liquidation and Dissolution. Holders
of shares of common stock are entitled to share ratably in any distribution made to holders of common stock in the event of a liquidation,
dissolution or winding up of the Company after payment of liabilities and any liquidation preference on any shares of preferred stock
then outstanding.
Other Rights. Holders
of shares of common stock have no preemptive rights, nor do they have any conversion, preemptive or other rights to subscribe for additional
shares or other securities. There are no redemption or sinking fund provisions with respect to such shares.
Modification of Rights. The
Board, acting by a majority vote of the members present and without shareholder approval, may amend the Company’s Bylaws and may
issue additional shares of the Company’s common stock and shares of the Company’s preferred stock under terms determined by
the Board as described below under “Preferred Stock.” Rights of holders of the Company’s common stock may not otherwise
be modified by less than a majority vote of the common stock outstanding.
Preferred Stock
The Board is authorized,
without further action of the shareholders of the Company, to issue up to 1,000,000 shares of preferred stock in one or more series and
to fix the number of shares constituting any such series and the rights and preferences thereof, including dividend rates, terms of redemption
(including sinking fund provisions), redemption price or prices, voting rights, conversion rights and liquidation preferences of the shares
constituting such series. The issuance of preferred stock by the Board could adversely affect the rights of holders of common stock. For
example, an issuance of preferred stock could result in a class of securities outstanding with preferences over the common stock with
respect to dividends and liquidations, and that could (upon conversion or otherwise) enjoy all of the rights appurtenant to common stock.
The Company has no present
plans to issue any shares of the preferred stock.
Anti-Takeover Provisions of the Company’s
Articles, Bylaws and Texas Law
The Company’s authorized
but unissued shares of common stock and preferred stock are available for future issuance without shareholder approval, subject to any
limitations imposed by the listing standards of the NASDAQ Stock Market. These additional shares may be utilized for a variety of corporate
purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence
of authorized but unissued shares of common stock and preferred stock could make it more difficult or discourage an attempt to obtain
control of a majority of the Company’s common stock by means of a proxy contest, tender offer, merger or otherwise.
As discussed above, the ability
to designate and issue preferred stock makes it possible for the Board, without approval of the shareholders, to issue preferred stock
with super voting, special approval, dividend or other rights or preferences on a discriminatory basis that could impede the success of
any attempt to acquire the Company or otherwise effect a change in control of the Company. These and other provisions may have the effect
of deferring, delaying or discouraging hostile takeovers, or changes in control or management of the Company. Such provisions may also
impede or discourage transactions that some, or a majority, of the Company’s shareholders might believe to be in their best interests,
or in which the Company’s shareholders might receive a premium for their shares of common stock over the market price for such shares.
If the Company meets the
definition of an “issuing public corporation,” provisions of Texas law also may discourage, delay or prevent someone from
acquiring or merging with the Company, which may cause the market price of the Company’s common stock to decline. Under Title 2,
Chapter 21, Subchapter M of the Texas Business Organizations Code, a Texas issuing public corporation may not engage in specified types
of business combinations, including mergers, consolidations and asset sales, with an affiliated shareholder, or an affiliate or associate
of an affiliated shareholder, unless:
| · | the business combination or the acquisition of shares by the affiliated shareholder was approved by the
board of directors of the corporation before the affiliated shareholder became an affiliated shareholder; or |
| · | the business combination was approved by the affirmative vote of the holders of at least two-thirds of
the outstanding voting shares of the corporation not beneficially owned by the affiliated shareholder, at a meeting of shareholders called
for that purpose, not less than six months after the affiliated shareholder became an affiliated shareholder. |
Under Texas law, a shareholder
who beneficially owns more than 20% of the Company’s outstanding voting stock or who during the preceding three-year period was
the beneficial owner of 20% or more of the Company’s outstanding voting stock is an affiliated shareholder. An “issuing public
corporation” means a domestic corporation that has: (i) 100 or more shareholders of record as shown by the share transfer records
of the corporation; (ii) a class or series of the corporation’s voting shares registered under the Securities Exchange Act of 1934,
as amended; or (iii) a class or series of the corporation’s voting shares qualified for trading on a national securities exchange.
Other provisions of Texas
law and the Company’s Bylaws may have the effect of delaying or preventing a change in control or acquisition, whether by means
of a tender offer, business combination, proxy contest, or otherwise. Texas law requires that a change in control generally be approved
by the holders of two thirds of the outstanding votes, rather than a mere majority. The Company’s Bylaws include certain procedural
requirements governing the nomination of directors and proposals of other business by shareholders and shareholder meetings. These provisions
could have the effect of delaying or preventing a change in control or management of the Company.
Limitation of Liability and Indemnification
The Company’s Articles
provide that a director shall not be personally liable to the Company or its shareholders for monetary damages for an act or omission
in the director’s capacity as a director, except that such provision shall not eliminate or limit the liability of a director for
(a) a breach of the director’s duty of loyalty to the Company or its shareholders; (b) an act or omission not in good faith that
constitutes a breach of duty of the director to the Company or an act or omission that involves intentional misconduct or a knowing violation
of the law; (c) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director’s office; or (d) an act or omission for which the liability of a director is expressly provided
by an applicable statute. In appropriate circumstances, equitable remedies or non-monetary relief, such as an injunction, will remain
available to a shareholder seeking redress from a violation of fiduciary duty. In addition, the provision applies only to claims against
a director arising out of his or her role as a director and not in any other capacity (such as an officer or employee of the Company).
The Company’s Bylaws
provide that directors and officers of the Company will be indemnified by the Company to the fullest extent authorized by Texas law, as
it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with service for
or on behalf of the Company.
Transfer Agent and Registrar
Securities Transfer Corporation
acts as the transfer agent and registrar for the common stock.
DESCRIPTION OF DEBT SECURITIES
The following is a summary
of the general terms and provisions of the debt securities we may offer under this prospectus and one or more prospectus supplements.
When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a prospectus supplement.
The following description of debt securities will apply to the debt securities offered by this prospectus unless we provide otherwise
in the applicable prospectus supplement. The applicable prospectus supplement for a particular series of debt securities may specify different
or additional terms.
We may issue senior, senior
subordinated, or subordinated debt securities. Senior securities will be direct obligations of ours and will rank equally and ratably
in right of payment with other indebtedness of ours that is not subordinated. Senior subordinated securities will be subordinated in right
of payment to the prior payment in full of senior indebtedness, as defined in the applicable prospectus supplement, and may rank equally
and ratably with any other senior subordinated indebtedness. Subordinated securities will be subordinated in right of payment to senior
subordinated securities.
We need not issue all debt
securities of one series at the same time. Unless we provide otherwise, we may reopen a series, without the consent of the holders of
such series, for issuances of additional securities of that series.
We will issue the senior
debt securities and senior subordinated debt securities under a senior indenture, which we will enter into with the trustee to be named
in the senior indenture, and we will issue the subordinated debt securities under a subordinated indenture, which we will enter into with
the trustee to be named in the subordinated indenture. We use the term “indenture” or “indentures” to refer to
both the senior indenture and the subordinated indenture. Each indenture will be subject to and governed by the Trust Indenture Act of
1939, as amended (the “Trust Indenture Act”), and we may supplement the indenture from time to time. Any trustee under any
indenture may resign or be removed with respect to one or more series of debt securities, and we may appoint a successor trustee to act
with respect to that series. We have filed a form of indenture as an exhibit to this registration statement, of which this prospectus
forms a part. The terms of the senior indenture and subordinated indenture will be substantially similar, except that the subordinated
indenture will include provisions pertaining to the subordination of the subordinated debt securities and senior subordinated debt securities
to the senior debt securities and any of our other senior securities. The following statements relating to the debt securities and the
indenture are summaries only, are subject to change, and are qualified in their entirety to the detailed provisions of the indenture,
any supplemental indenture, and any prospectus supplements.
General
The debt securities will
be our direct obligations. We may issue debt securities from time to time and in one or more series as we may establish by resolution
or as we may establish in one or more supplemental indentures. The particular terms of each series of debt securities will be described
in a prospectus supplement relating to the series. We may issue debt securities with terms different from those of debt securities that
we previously issued.
We may issue debt securities
from time to time and in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will set forth
in a prospectus supplement, relating to any series of debt securities being offered, the initial offering price and the following terms
of the debt securities:
| · | the
title of the debt securities; |
| · | the
series designation and whether they are senior securities, senior subordinated securities, or subordinated securities; |
| · | the
aggregate principal amount of the debt securities and any limit on the aggregate amount of the series of debt securities; |
| · | the
price or prices (expressed as a percentage of the aggregate principal amount) at which we will issue the debt securities and, if other
than the principal amount of the debt securities, the portion of the principal amount of the debt securities payable upon the maturity
of the debt securities; |
| · | the
date or dates on which we will pay the principal on the debt securities; |
| · | the
rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity,
commodity index, stock exchange index, or financial index) at which the debt securities will bear interest, the date or dates from which
interest will accrue, the date or dates on which interest will commence and be payable, and any regular record date for the interest
payable on any interest payment date; |
| · | the
place where principal, interest, and any additional amounts will be payable and where the debt securities can be surrendered for transfer,
exchange, or conversion; |
| · | the
terms, if any, by which holders of the debt securities may convert or exchange the debt securities for our common stock, preferred stock,
or any other security or property; |
| · | if
convertible, the initial conversion price, the conversion period, and any other terms governing such conversion; |
| · | any
subordination provisions or limitations relating to the debt securities; |
| · | any
sinking fund requirements; |
| · | any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of
a holder of debt securities; |
| · | the
dates on which and the price or prices at which we will repurchase the debt securities at the option of the holders of debt securities
and other detailed terms and provisions of these repurchase obligations; |
| · | the
denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof; |
| · | the
portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal
amount; |
| · | whether
we will issue the debt securities in certificated or book-entry form; |
| · | whether
the debt securities will be in registered or bearer form and, if in registered form, the denominations if other than in even multiples
of $1,000 and, if in bearer form, the denominations and terms and conditions relating thereto; |
| · | the
designation of the currency, currencies, or currency units in which payment of principal of, premium, and interest on the debt securities
will be made; |
| · | if
payments of principal of, and interest and any additional amounts on, the debt securities will be made in one or more currencies or currency
units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these
payments will be determined; |
| · | the
manner in which the amounts of payment of principal of, and interest and any additional amounts on, the debt securities will be determined,
if these amounts may be determined by reference to an index based on a currency or currencies other than that in which the debt securities
are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index, or financial index; |
| · | any
applicability of the defeasance provisions described in this prospectus or any prospectus supplement; |
| · | whether
and under what circumstances, if any, we will pay additional amounts on any debt securities in respect of any tax, assessment, or governmental
charge and, if so, whether we will have the option to redeem the debt securities instead of making this payment; |
| · | any
addition to or change in the events of default described in this prospectus or in the indenture with respect to the debt securities and
any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities; |
| · | any
addition to or change in the covenants described in this prospectus or in the indenture with respect to the debt securities; |
| · | if
the debt securities are to be issued upon the exercise of debt warrants, the time, manner, and place for them to be authenticated and
delivered; |
| · | any
securities exchange on which we will list the debt securities; |
| · | any
restrictions on transfer, sale, or other assignment; |
| · | any
provisions relating to any security provided for the debt securities; |
| · | any
provisions relating to any guarantee of the debt securities; |
| · | any
other terms of the debt securities, which may modify or delete any provision of the indenture as it applies to that series; and |
| · | any
depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents with respect to the debt securities. |
We may issue debt securities
that are exchangeable for or convertible into shares of our common stock or other securities or property. The terms, if any, on which
the debt securities may be exchanged for or converted into shares of our common stock or other securities or property will be set forth
in the applicable prospectus supplement. Such terms may include provisions for conversion, either mandatory, at the option of the holder,
or at our option, in which case the number of shares of common stock or other securities or property to be received by the holders of
debt securities would be calculated as of a time and in the manner stated in the prospectus supplement.
We may issue debt securities
at less than the principal amount payable upon maturity. We refer to these securities as “original issue discount securities.”
If material or applicable, we will describe in the applicable prospectus supplement special U.S. federal income tax, accounting, and other
considerations applicable to original issue discount securities.
If we denominate the purchase
price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of, and
interest and any additional amounts on, any series of debt securities is payable in a foreign currency or currencies or a foreign currency
unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms, and other
information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in
the applicable prospectus supplement.
Except as may be set forth
in any prospectus supplement relating to the debt securities, an indenture will not contain any other provisions that would limit our
ability to incur indebtedness or that would afford holders of the debt securities protection in the event of a highly leveraged or similar
transaction involving us or in the event of a change in control. You should review carefully the applicable prospectus supplement for
information with respect to events of default and any covenants applicable to the debt securities being offered.
Payments and Paying Agents
Unless we otherwise indicate
in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the
person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular
record date for the interest.
We will pay principal of,
and interest and any additional amounts on, the debt securities of a particular series at the office of the paying agents designated by
us, except that, unless we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check, which we
will mail to the holder, or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate
the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will
name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular
series.
Form, Transfer, and Exchange
Each debt security will be
represented by either one or more global securities registered in the name of a depositary that will be named in the prospectus supplement
or a nominee of the depositary (as a “book-entry debt security”), or a certificate issued in definitive registered form (as
a “certificated debt security”), as described in the applicable prospectus supplement. Except as described under “Global
Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.
Certificated Debt Securities.
Certificated debt securities may be transferred or exchanged by the holder at the trustee’s office or paying agencies in accordance
with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.
Certificated debt securities
and the right to receive the principal of, and interest and any additional amounts on, certificated debt securities may be transferred
only by surrendering the old certificate representing those certificated debt securities and either we or the trustee will reissue the
old certificate to the new holder, or we or the trustee will issue a new certificate to the new holder.
Global Debt Securities
and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of,
the depositary, and registered in the name of the depositary or a nominee of the depositary. Ownership of beneficial interests in book-entry
debt securities will be limited to persons that have accounts with the depositary for the related global debt security, whom we refer
to as participants, or persons that may hold interests through participants.
Except as described in this
prospectus or any applicable prospectus supplement, beneficial owners of book-entry debt securities will not be entitled to have securities
registered in their names, will not receive or be entitled to receive physical delivery of a certificate in definitive form representing
securities, and will not be considered the owners or holders of those securities under the indenture. Accordingly, to exercise any rights
of a holder under the indenture, each person beneficially owning book-entry debt securities must rely on the procedures of the depositary
for the related global debt security and, if that person is not a participant, on the procedures of the participant through which that
person owns its interest.
We understand, however, that
under existing industry practice, the depositary will authorize the persons on whose behalf it holds a global debt security to exercise
certain rights of holders of debt securities, and the indenture provides that we, the trustee, and our respective agents will treat as
the holder of a debt security the persons specified in a written statement of the depositary with respect to that global debt security
for purposes of obtaining any consents or directions required to be given by holders of the debt securities pursuant to the indenture.
We will make payments of
principal of, and interest and any additional amounts on, book-entry debt securities to the depositary or its nominee, as the case may
be, as the registered holder of the related global debt security. We, the trustee, and any other agent of ours or agent of the trustee
will not have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests in a global debt security or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests.
Any certificated debt securities
issued in exchange for a global debt security will be registered in such name or names as the depositary shall instruct the trustee. We
expect that such instructions will be based upon directions received by the depositary from participants with respect to ownership of
book-entry debt securities relating to such global debt security.
No Protection in the Event of a Change in Control
Unless we provide otherwise
in the applicable prospectus supplement, the debt securities will not contain any provisions that may afford holders of the debt securities
protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction
results in a change in control).
Covenants
Unless we provide otherwise
in the applicable prospectus supplement, the debt securities will not contain any restrictive covenants, including covenants restricting
us or any of our subsidiaries from incurring, issuing, assuming, or guaranteeing any indebtedness secured by a lien on any of our or our
subsidiaries’ property or capital stock or restricting us or any of our subsidiaries from entering into any sale and leaseback transactions.
Merger, Consolidation, and Sale of Assets
Unless we provide otherwise
in the applicable prospectus supplement, we may not merge with or into or consolidate with, or convey, transfer, or lease all or substantially
all of our properties and assets to, any person (a “successor person”), and we may not permit any person to merge into, or
convey, transfer, or lease its properties and assets substantially as an entirety to us, unless the following applies:
| · | either (a) the Company is the surviving entity or (b) the successor person is a corporation,
partnership, trust, or other entity organized and validly existing under the laws of any United States domestic jurisdiction and expressly
assumes our obligations on the debt securities and under the indenture; |
| · | immediately after giving effect to the transaction, no event of default, and no event that, after notice
or lapse of time, or both, would become an event of default, shall have occurred and be continuing under the indenture; and |
| · | certain other conditions that may be set forth in the applicable prospectus supplement are met. |
This covenant would not apply
to any recapitalization transaction, a change in control of us, or a transaction in which we incur a large amount of additional debt unless
the transactions or change in control included a merger, consolidation, or transfer or lease of substantially all of our assets. Except
as may be described in the applicable prospectus supplement, there are no covenants or other provisions in the indenture providing for
a “put” right or increased interest or that would otherwise afford holders of debt securities additional protection in the
event of a recapitalization transaction, a change in control of us, or a transaction in which we incur a large amount of additional debt.
Events of Default under the Indenture
Unless we provide otherwise
in the applicable prospectus supplement, an “event of default” will mean, with respect to any series of debt securities, any
of the following:
| · | the Company defaults in the payment of interest on any security of that series or any coupon appertaining
thereto or any additional amount payable with respect to any security of that series when the same becomes due and payable and such default
continues for a period of 30 days; |
| · | the Company defaults in the payment of the principal of or any premium on any security of that series
when the same becomes due and payable at its maturity or on redemption or otherwise, or in the payment of a mandatory sinking fund payment
when and as due by the terms of the securities of that series, and in each case such default continues for a period of 10 days; |
| · | the Company defaults in the performance of, or breaches, any covenant or warranty of the Company in the
indenture with respect to any security of that series (other than a covenant or warranty a default in whose performance or whose breach
is specifically dealt with elsewhere in the events of default provisions of the indenture) and such default or breach continues for a
period of 60 days after there has been given, by registered or certified mail, to the Company by the trustee or to the Company and the
trustee by the holders of at least 25% in principal amount of the outstanding securities of that series, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; |
| · | the Company pursuant to or within the meaning of any bankruptcy law (A) commences a voluntary case, (B)
consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or
for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; |
| · | a court of competent jurisdiction enters an order or decree under any bankruptcy law that (A) is for relief
against the Company in an involuntary case, (B) appoints a custodian of the Company or for all or substantially all of its property, or
(C) orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 90 days; or |
| · | any other event of default provided with respect to debt securities of that series that is included in
any supplemental indenture or is described in the applicable prospectus supplement accompanying this prospectus. |
No event of default with
respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency, or reorganization) necessarily
constitutes an event of default with respect to any other series of debt securities. An event of default may also be an event of default
under our bank credit agreements or other debt securities in existence from time to time and under certain guaranties by us of any subsidiary
indebtedness. In addition, certain events of default or an acceleration under the indenture may also be an event of default under some
of our other indebtedness outstanding from time to time.
Unless we provide otherwise
in the applicable prospectus supplement, if an event of default with respect to debt securities of any series at the time outstanding
occurs and is continuing (other than certain events of our bankruptcy, insolvency, or reorganization), then the trustee or the holders
of at least 25% in principal amount of the outstanding debt securities of that series may, by written notice to us (and to the trustee
if given by the holders), declare to be due and payable immediately the principal (or, if the debt securities of that series are discount
securities, that portion of the principal amount as may be specified in the terms of that series) of and accrued and unpaid interest,
if any, of all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency,
or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, of all outstanding debt securities
will become and be immediately due and payable without any declaration or other act by the trustee or any holder of outstanding debt securities.
At any time after an acceleration
with respect to debt securities of a series has been made, but before a judgment or decree for payment of the money due has been obtained
by the trustee, the holders of not less than a majority in principal amount of the outstanding debt securities of that series may cancel
the acceleration and annul its consequences if the rescission would not conflict with any judgment or decree and if all existing events
of default with respect to that series have been cured or waived except nonpayment of principal (or such lesser amount) or interest that
has become due solely because of the acceleration.
The indenture also provides
that the holders of not less than a majority in principal amount of the outstanding debt securities of any series may waive any past default
with respect to that series and its consequences, except a default involving the following:
| · | our failure to pay the principal of, and interest and any additional amounts on, any debt security; or |
| · | a covenant or provision contained in the indenture that cannot be modified or amended without the consent
of the holders of each outstanding debt security affected by the default. |
The trustee is generally
required to give notice to the holders of debt securities of each affected series within 90 days of a default actually known to a responsible
officer of the trustee unless the default has been cured or waived. The indenture provides that the trustee may withhold notice to the
holders of debt securities of any series of any default or event of default (except in payment on any debt securities of that series)
with respect to debt securities of that series if it in good faith determines that withholding notice is in the interest of the holders
of those debt securities.
Unless we provide otherwise
in the applicable prospectus supplement, the indenture will provide that the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request or discretion of any holder of any such outstanding debt securities unless the trustee
receives indemnity satisfactory to it against any loss, liability, or expense. Subject to certain rights of the trustee, the holders of
a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method, and place
of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect
to the debt securities of that series. The trustee may, however, refuse to follow any discretion that conflicts with the indenture or
any law or which may be unduly prejudicial to the holders of the debt securities of the applicable series not joining in the discretion.
Unless we provide otherwise
in the applicable prospectus supplement, no holder of any debt security of any series will have any right to institute any proceeding,
judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture,
unless:
| · | that holder has previously given to the trustee written notice of a continuing event of default with respect
to debt securities of that series; and |
| · | the holders of at least 25% in principal amount of the outstanding debt securities of that series have
made written request, and offered reasonable indemnity, to the trustee to institute such proceeding as trustee, and the trustee shall
not have received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent
with that request and has failed to institute the proceeding within 60 days. |
Notwithstanding the foregoing,
except as provided in the subordination provisions, if any, the holder of any debt security will have an absolute and unconditional right
to receive payment of the principal of, and any interest or additional amounts on, that debt security on or after the due dates expressed
in that debt security and to institute suit for the enforcement of payment.
The indenture requires us,
within 120 days after the end of our fiscal year, to furnish to the trustee a certificate as to compliance with the indenture.
Modification of Indenture and Waiver
Except as specified below, modifications and amendments
to the indenture require the approval of not less than a majority in principal amount of our outstanding debt securities.
Changes Requiring Unanimous
Approval. We and the trustee may not make any modification or amendment to the indenture without the consent of the holder of each
affected debt security then outstanding if that amendment will have any of the following results:
| · | change the time for payment of principal of or interest on any debt security; |
| · | reduce the amounts of principal of or interest on any debt security; |
| · | reduce the amount of any premium payable upon the redemption of any debt security; |
| · | reduce the amount payable upon acceleration of the maturity of any original issue discount debt security
or any debt security payable in accordance with an index, formula or other method; |
| · | change the currency of payment on any debt security; |
| · | impair the right to initiate suit for the enforcement of any payment on or with respect to any debt security; |
| · | reduce the percentage of holders of debt securities whose consent is needed to modify or amend an indenture,
to waive compliance with certain provisions of an indenture, or to waive certain defaults; or |
| · | modify the provisions relating to waiver of certain defaults or modifications of the indenture and debt
securities, other than to increase any percentage of holders required for such waivers and modifications, or to provide that other provisions
of the indenture and debt securities may not be modified without consent of each affected holder. |
Changes Not Requiring
Approval of Debt Holders. We and the trustee may modify or amend an indenture, without the consent of any holder of debt securities,
for any of the following purposes:
| · | to evidence the succession of another person to us as obligor under the indenture; |
| · | to add to our existing covenants additional covenants for the benefit of the holders of all or any series
of debt securities, or to surrender any right or power conferred upon us in the indenture, or to comply with any SEC requirement in connection
with the qualification of the indenture; |
| · | to add events of default for the benefit of the holders of all or any series of debt securities; |
| · | to add or change any provisions of the indenture to facilitate the issuance of, or to liberalize the terms
of, debt securities in bearer form, or to permit or facilitate the issuance of debt securities in uncertificated form, provided that this
action will not adversely affect the interests of the holders of the debt securities of any series in any material respect; |
| · | to add, change, or eliminate any provisions of the indenture affecting debt securities not yet issued; |
| · | to secure previously unsecured debt securities; |
| · | to establish the form or terms of debt securities of any series, including the provisions and procedures,
if applicable, for the conversion or exchange of the debt securities into our common stock, preferred stock, or other securities or property; |
| · | to provide for the electronic delivery of supplemental indentures or debt securities of any series; |
| · | to evidence and provide for the acceptance or appointment of a successor trustee or facilitate the administration
of the trusts under the indenture by more than one trustee; |
| · | if allowed without penalty under applicable laws and regulations, to permit payment in respect of debt
securities in bearer form in the United States; |
| · | to correct or supplement any inconsistent provisions or to cure any ambiguity or correct any mistake in
the indenture or any debt securities; or |
| · | to make any other provisions with respect to matters or questions arising under the indenture, as long
as such action does not materially adversely affect holders of the debt securities. |
Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
Legal Defeasance. Unless
the terms of the applicable series of debt securities provide otherwise, we may be discharged from any and all obligations in respect
of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities of the series;
to replace stolen, lost, or mutilated debt securities of the series; and to maintain paying agencies and certain provisions relating to
the treatment of funds held by paying agents). We will be so discharged upon the deposit with the trustee, in trust, of money and/or U.S.
government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, foreign government
obligations (as described below under the caption “Covenant Defeasance and Events of Default”), that, through the payment
of interest and principal in accordance with their terms, will provide money in an amount sufficient to pay and discharge each installment
of principal, interest, and any additional amounts on and any mandatory sinking fund payments in respect of the debt securities of that
series on the stated maturity of such payments in accordance with the terms of the indenture and those debt securities.
This discharge may occur
only if, among other things, we have delivered to the trustee an officers’ certificate and an opinion of counsel stating that we
have received from, or there has been published by, the U.S. Internal Revenue Service a ruling or, since the date of execution of the
indenture, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that holders of the debt
securities of such series will not recognize income, gain, or loss for U.S. federal income tax purposes as a result of the deposit, defeasance,
and discharge and will be subject to U.S. federal income tax on the same amount and in the same manner and at the same times as would
have been the case if the deposit, defeasance, and discharge had not occurred.
Defeasance of Certain
Covenants. Unless the terms of the applicable series of debt securities provide otherwise, upon compliance with certain conditions,
we may omit to comply with the restrictive covenants contained in the indenture, as well as any additional covenants contained in the
applicable prospectus supplement. The conditions include, among others, the following:
| · | depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, foreign government obligations, that, through the payment of interest and principal
in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized independent accounting
or investment banking firm, to pay principal, interest, and any additional amounts on and any mandatory sinking fund payments in respect
of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those
debt securities; and |
| · | delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize income, gain, or loss for U.S. federal income tax purposes as a result of the deposit and related covenant
defeasance and will be subject to U.S. federal income tax in the same amount and in the same manner and at the same times as would have
been the case if the deposit and related covenant defeasance had not occurred. |
Covenant Defeasance and Events of Default
If we exercise our option,
as described above, not to comply with certain covenants of the indenture with respect to any series of debt securities, and the debt
securities of that series are declared due and payable because of the occurrence of any event of default, the amount of money and/or U.S.
government obligations or foreign government obligations on deposit with the trustee will be sufficient to pay amounts due on the debt
securities of that series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of
that series at the time of the acceleration resulting from the event of default. However, we will remain liable for those payments.
“Foreign government
obligations” means, with respect to debt securities of any series that are denominated in a currency other than United States dollars:
| · | direct obligations of the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged, which are not callable or redeemable at the option of the issuer thereof; or |
| · | obligations of a person controlled or supervised by or acting as an agency or instrumentality of that
government for the payment of which obligations the full faith and credit of that government is pledged, which are not callable or redeemable
at the option of the issuer thereof. |
Guarantees
Our payment obligations under
any series of debt securities may be guaranteed by us or one or more of our subsidiaries. The terms of any such guarantee will be set
forth in the applicable prospectus supplement.
Subordination
We will set forth in the
applicable prospectus supplement the terms and conditions, if any, upon which any series of senior subordinated securities or subordinated
securities is subordinated to debt securities of another series or to other indebtedness of ours. The terms will include a description
of the following:
| · | the indebtedness ranking senior to the debt securities being offered; |
| · | any restrictions on payments to the holders of the debt securities being offered while a default with
respect to the senior indebtedness is continuing; |
| · | any restrictions on payments to the holders of the debt securities being offered following an event of
default; and |
| · | provisions requiring holders of the debt securities being offered to remit some payments to holders of
senior indebtedness. |
Conversion and Exchange Rights
The applicable prospectus
supplement will describe the terms on which debt securities of any series may be convertible into or exchangeable for our common stock,
preferred stock, or other securities or property of our Company. These terms will include the following:
| · | the conversion or exchange price, or the manner of calculating the price; |
| · | the exchange or conversion period; |
| · | whether the conversion or exchange is mandatory, or voluntary at the option of the holder, or at our option; |
| · | any restrictions on conversion or exchange in the event of redemption of the debt securities and any restrictions
on conversion or exchange; and |
| · | the means of calculating the number of shares of our common stock, preferred stock, or other securities
or property of our Company to be received by the holders of debt securities. |
The conversion or exchange
price of any debt securities of any series that are convertible into our common stock or preferred stock may be adjusted for any stock
dividends, stock splits, reclassification, combinations, or similar transactions, as set forth in the applicable prospectus supplement.
Redemption of Debt Securities
The debt securities may be
subject to optional or mandatory redemption on terms and conditions described in the applicable prospectus supplement. Subject to such
terms, we may opt at any time to partially or entirely redeem the debt securities.
If less than all the debt
securities of any series are to be redeemed or purchased in an offer to purchase at any time, the trustee will select the debt securities
of that series to be redeemed or purchased in such manner as the trustee deems fair and appropriate.
Except as otherwise provided
as to any particular series of debt securities, at least 15 days but not more than 60 days before a redemption date, we or the trustee
will mail a notice of redemption to each holder whose debt securities are to be redeemed. From and after notice has been given as provided
in the applicable indenture, if funds for the redemption of any debt securities called for redemption shall have been made available on
the redemption date, the debt securities will cease to bear interest on the date fixed for the redemption specified in the notice, and
the only right of the holders of the debt securities will be to receive payment of the redemption price.
DESCRIPTION OF RIGHTS
In this section, we describe
the general terms and provisions of the rights to securities that we may offer to our shareholders. Rights may be issued independently
or together with any other offered security and may or may not be transferable by the person purchasing or receiving the rights. In connection
with any rights offering to our shareholders, we may enter into a standby underwriting or other arrangement with one or more underwriters
or other persons pursuant to which such underwriters or other person would purchase any offered securities remaining unsubscribed for
after such rights offering. Each series of rights will be issued under a separate rights agent agreement to be entered into between us
and a bank or trust company, as rights agent, that we will name in the applicable prospectus supplement. The rights agent will act solely
as our agent in connection with the certificates relating to the rights of the series of certificates and will not assume any obligation
or relationship of agency or trust for or with any holders of rights certificates or beneficial owners of rights.
The prospectus supplement
relating to any rights we offer will include specific terms relating to the offering, including, among others, the date of determining
the shareholders entitled to the rights distribution, the aggregate number of rights issued and the aggregate amount of securities purchasable
upon exercise of the rights, the exercise price, the conditions to completion of the offering, the date on which the right to exercise
the rights will commence and the date on which the right will expire, and any applicable U.S. federal income tax considerations. To the
extent that any particular terms of the rights, rights agent agreements, or rights certificates described in a prospectus supplement differ
from any of the terms described here, then the terms described here will be deemed to have been superseded by that prospectus supplement.
Each right would entitle
the holder of the right to purchase for cash the principal amount of securities at the exercise price set forth in the applicable prospectus
supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided in the applicable
prospectus supplement. After the close of business on the expiration date, all unexercised rights would become void and of no further
force or effect.
Holders may exercise rights
as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed
at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon as practicable,
forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised,
we may offer any unsubscribed securities directly to persons other than shareholders, to or through agents, underwriters or dealers or
through a combination of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
The description in the applicable
prospectus supplement and other offering material of any rights we offer will not necessarily be complete and will be qualified in its
entirety by reference to the applicable rights agent agreement, which will be filed with the SEC if we offer rights. For more information
on how you can obtain copies of the applicable rights agent agreement if we offer rights, see “Documents Incorporated by Reference”
and “Where You Can Find More Information.” We urge you to read the applicable rights agent agreement and the applicable prospectus
supplement and any other offering material in their entirety.
DESCRIPTION OF WARRANTS
We may issue warrants from
time to time in one or more series for the purchase of our common stock or preferred stock or any combination of those securities. Warrants
may be issued independently or together with any shares of common stock or shares of preferred stock or offered by any prospectus supplement
and may be attached to or separate from common stock or preferred stock. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a warrant agent, or any other bank or trust company specified in the related prospectus supplement
relating to the particular issue of warrants. The warrant agent will act as our agent in connection with the warrants and will not assume
any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants. The specific terms
of a series of warrants will be described in the applicable prospectus supplement relating to that series of warrants along with any general
provisions applicable to that series of warrants.
The following is a general
description of the warrants we may issue. The applicable prospectus supplement will describe the specific terms of any issuance of warrants.
The terms of any warrants we offer may differ from the terms described in this prospectus. As a result, we will describe in the prospectus
supplement the specific terms of the particular series of warrants offered by that prospectus supplement. Accordingly, for a description
of the terms of a particular series of warrants, you should carefully read this prospectus, the applicable prospectus supplement, and
the applicable warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus forms a part.
Terms. If warrants
are offered by us, the prospectus supplement will describe the terms of the warrants, including the following if applicable to the particular
offering:
| · | the title of the warrants; |
| · | the total number of warrants; |
| · | the number of shares of common stock purchasable upon exercise of the warrants to purchase common stock
and the price at which such shares of common stock may be purchased upon exercise; |
| · | the designation and terms of the preferred stock with which the warrants are issued and the number of
warrants issued with each share of preferred stock; |
| · | the date on and after which the warrants and the related common stock or preferred stock will be separately
transferable; |
| · | if applicable, the date on which the right to exercise the warrants will commence and the date on which
this right will expire; |
| · | if applicable, the minimum or maximum amount of the warrants which may be exercised at any one time; |
| · | a discussion of federal income tax, accounting and other special considerations, procedures and limitations
relating to the warrants; and |
| · | any other terms of the warrants including terms, procedures and limitations relating to the exchange and
exercise of the warrants. |
Warrants may be exchanged
for new warrants of different denominations, may be presented for registration of transfer, and may be exercised at the office of the
warrant agent or any other office indicated in the prospectus supplement. Before the exercise of their warrants, holders of warrants will
not have any of the rights of holders of shares of common stock or shares of preferred stock purchasable upon exercise, including the
right to receive payments of dividends, if any, on the shares common stock or preferred stock purchasable upon such exercise or to exercise
any applicable right to vote.
Exercise of Warrants.
Each warrant will entitle the holder to purchase a number of shares of common stock or shares of preferred stock at an exercise price
as will in each case be set forth in, or calculable from, the prospectus supplement relating to those warrants. Warrants may be exercised
at the times set forth in the prospectus supplement relating to the warrants. After the close of business on the expiration date (or any
later date to which the expiration date may be extended by us), unexercised warrants will become void. Subject to any restrictions and
additional requirements that may be set forth in the prospectus supplement relating thereto, warrants may be exercised by delivery to
the warrant agent of the certificate evidencing the warrants properly completed and duly executed and of payment as provided in the prospectus
supplement of the amount required to purchase shares of common stock or shares of preferred stock purchasable upon such exercise. The
exercise price will be the price applicable on the date of payment in full, as set forth in the prospectus supplement relating to the
warrants. Upon receipt of the payment and the certificate representing the warrants to be exercised properly completed and duly executed
at the office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, issue
and deliver the shares of common stock or shares of preferred stock purchasable upon such exercise. If fewer than all of the warrants
represented by that certificate are exercised, a new certificate will be issued for the remaining amount of warrants.
The description in the applicable
prospectus supplement and other offering material of any warrants we offer will not necessarily be complete and will be qualified in its
entirety by reference to the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information
on how you can obtain copies of the applicable warrant agreement if we offer warrants, see “Documents Incorporated by Reference”
and “Where You Can Find More Information.” We urge you to read the applicable warrant agreement and the applicable prospectus
supplement and any other offering material in their entirety.
[Remainder of this page left blank intentionally.]
PLAN OF DISTRIBUTION
We may sell the securities
described in this prospectus on a continuous or delayed basis directly to purchasers or through underwriters, broker-dealers or agents,
who may receive compensation in the form of discounts, concessions or commissions from us or the purchasers of the securities. These discounts,
concessions or commissions as to any particular underwriter, broker-dealer or agent may be in excess of those customary in the types of
transactions involved.
The securities may be sold
from time to time in one or more transactions at fixed prices, which may be changed from time to time, at prevailing market prices at
the time of sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be consummated in transactions,
which may involve crosses or block transactions:
| · | on any national securities exchange or quotation service on which the securities may be listed or quoted
at the time of sale, including, as of the date of this prospectus, the NASDAQ Stock Market in the case of our common stock; |
| · | in the over-the-counter market; |
| · | in transactions otherwise than on these exchanges or services or in the over-the-counter market; or |
| · | through the writing of options, whether the options are listed on an options exchange or otherwise. |
Each time that this prospectus
is used to sell our securities, we will also provide an accompanying prospectus supplement. For each series of securities, the applicable
prospectus supplement will set forth the terms of the offering including:
| · | the public offering price; |
| · | the name or names of any underwriters, dealers or agents; |
| · | the purchase price of the securities; |
| · | the proceeds from the sale of the securities to us; |
| · | any underwriting discounts, agency fees, or other compensation payable to underwriters or agents; |
| · | any discounts or concessions allowed or re-allowed or repaid to dealers; and |
| · | the securities exchanges on which the securities will be listed, if any. |
If underwriters are used
in the sale of securities, the securities will be acquired by the underwriters for their own account. The underwriters may then resell
the securities in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale or thereafter.
The securities may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by
underwriters. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will
be obligated to purchase all the securities offered if they purchase any securities. The public offering price and any discounts or concessions
allowed or re-allowed or paid to dealers may be changed from time to time.
If dealers are used in the
sale of securities, the securities will be sold to such dealers as principals. The dealers may then resell the securities to the public
at varying prices to be determined by such dealers at the time of resale. Offers to purchase the securities directly may be solicited,
and we may sell the securities directly to institutional or other investors, who may be deemed underwriters within the meaning of the
Securities Act with respect to any resales of those securities. The terms of these sales will be described in the applicable prospectus
supplement. If agents are used in the sale of securities, unless otherwise indicated in the prospectus supplement, they will use their
reasonable best efforts to solicit purchases for the period of their appointment. Unless otherwise indicated in a prospectus supplement,
if we sell directly, no underwriters, dealers or agents would be involved. We will not make an offer of securities in any jurisdiction
that does not permit such an offer.
We may grant underwriters
who participate in the distribution of securities an option to purchase additional securities to cover overallotments, if any, in connection
with the distribution. Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty
bids in accordance with SEC orders, rules and regulations and applicable law. Such transactions may be effected on the NASDAQ Stock Market
or otherwise. To the extent permitted by applicable law and SEC orders, rules and regulations, an overallotment involves sales in excess
of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long
as the stabilizing bids do not exceed a specified maximum. To the extent permitted by applicable law and SEC orders, rules and regulations,
short covering transactions involve purchases of the common stock in the open market after the distribution is completed to cover short
positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the common stock originally sold by
the dealer is purchased in a covering transaction to cover short positions. Those activities may cause the price of the common stock to
be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters who are
qualified market makers on the NASDAQ Stock Market may engage in passive market making transactions in the common stock on the NASDAQ
Stock Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement
of offers or sales of the common stock. Passive market makers must comply with applicable volume and price limitations and must be identified
as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent
bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s
bid must then be lowered when certain purchase limits are exceeded.
Any underwriters, dealers
and agents that participate in any distribution of securities will be deemed to be underwriters as defined in the Securities Act. Any
discounts, commissions or profit they receive when they resell the securities may be treated as underwriting discounts and commissions
under the Securities Act.
Only underwriters named in
the prospectus supplement are underwriters of the securities offered in the prospectus supplement. We may have agreements with underwriters,
dealers and agents to indemnify them against certain civil liabilities, including certain liabilities under the Securities Act, or to
contribute with respect to payments that they may be required to make.
We may authorize underwriters,
dealers or agents to solicit offers from certain institutions whereby the institution contractually agrees to purchase the securities
from us on a future date at a specific price. This type of contract may be made only with institutions specially approved by us. Such
institutions could include banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
The underwriters, dealers or agents will not be responsible for the validity or performance of these contracts.
Each series of securities
will be a new issue of securities. Our common stock is listed on the NASDAQ Stock Market. Unless otherwise specified in the applicable
prospectus supplement, the securities will not be listed on any exchange. It has not presently been established whether the underwriters,
if any, of the securities will make a market in the securities. If the underwriters make a market in the securities, such market making
may be discontinued at any time without notice.
Agents, dealers and underwriters
may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents, dealers or underwriters may be required to make in respect thereof. Agents, dealers or underwriters
may engage in transactions with or perform services for us and our subsidiaries in the ordinary course of business.
LEGAL MATTERS
The validity of the securities
offered by this prospectus has been passed upon for us by Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., Little Rock, Arkansas.
If legal matters in connection with offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers
or agents, if any, such counsel will be named in the prospectus supplement relating to such offering.
EXPERTS
The audited financial statements
and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this
prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reports of Grant Thornton
LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.
America’s
Car-Mart, Inc.
$400 Million
of
Common Stock
Preferred Stock
Debt Securities
Rights
Warrants
PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets
forth the various expenses (other than underwriting discounts and commissions) in connection with offering of the securities registered
hereby. America’s Car-Mart, Inc. will bear all of these expenses, (other than underwriting discounts and commissions). All amounts
are estimated except for the SEC registration fee:
SEC registration fee | |
$ | 44,080 | |
Legal fees and expenses | |
| * | |
Accounting fees and expenses | |
| * | |
Miscellaneous fees and expenses | |
| * | |
Total expenses | |
$ | * | |
___________________
* Estimated expenses are not presently known.
Item 15. Indemnification of Directors and Officers.
As permitted by Section 7.001
of the Texas Business Organizations Code, the Articles of Incorporation of the Company provide for the elimination of monetary liability
of directors of the Company, except for (i) any breach of the director’s duty of loyalty to the Company or its shareholders, (ii)
any act or omission not in good faith that constitutes a breach of duty of the director to the Company or that involves intentional misconduct
or a knowing violation of law, (iii) any transaction from which the director derived any improper personal benefit, or (iv) any act or
omission where the liability of the director is expressly provided by statute.
The Company’s Bylaws
provide that to the extent that a director or officer has been successful in the defense of any proceeding to which he was a party by
virtue of his being a director or officer of the Company, the Company will indemnify the director or officer for reasonable expenses incurred
in connection with such proceeding.
In addition, the Company
may indemnify a director or officer of the Company who is or is threatened to be made a named defendant or respondent in a proceeding
because he is or was a director or officer against liability incurred in the proceeding if he acted in his official capacity and in a
manner he reasonably believed in good faith to be in or not opposed to the best interests of the Company and, in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful; except that, in general, no indemnification shall be made in
connection with a proceeding by or in the right of the Company in which the director or officer was adjudged liable to the Company or
in connection with any other proceeding in which a director or officer is adjudged liable on the basis that personal benefit was improperly
received by such director or officer. If the person is found liable to the Company on the basis that personal benefit was improperly received
by the person, the Company may indemnify that person, but such indemnification is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and shall not be made in respect of any proceeding in which the person shall have been found
liable for willful or intentional misconduct in the performance of his or her duty to the Company.
Item 16. Exhibits.
Exhibit Number |
|
Description |
1.1* |
— |
Form of Underwriting Agreement |
4.1 |
— |
Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibits 4.1-4.8 to the Company’s Registration Statement on Form S-8 filed with the SEC on November 16, 2005 (File No. 333-129727)). |
4.2 |
— |
Amended and Restated Bylaws of the Company dated December 4, 2007 (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2007, filed with the SEC on December 7, 2007). |
4.3 |
— |
Amendment No. 1 to the Amended and Restated Bylaws of the Company dated February 18, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 19, 2014). |
4.4* |
— |
Form of Certificate of Designations with respect to any series of preferred stock issued hereunder |
4.5* |
— |
Specimen Stock Certificate representing the Company’s Preferred Stock |
4.6 |
— |
Form of Indenture |
4.7* |
— |
Form of Debt Securities |
4.8* |
— |
Form of Rights Agreement |
4.9* |
__ |
Form of Warrant Agreement, including form of Warrant Certificate |
5.1 |
— |
Opinion of Mitchell, Williams, Selig, Gates & Woodyard, PLLC |
23.1 |
— |
Consent of Grant Thornton LLP, independent registered public accounting firm |
23.2 |
— |
Consent of Mitchell, Williams, Selig, Gates & Woodyard, PLLC (included in Exhibit 5.1) |
24.1 |
— |
Power of Attorney (on signature page) |
25.1** |
— |
Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Debt Trustee (to be filed prior to any issuance of Debt Securities) |
107 |
— |
Calculation of Filing Fee Tables |
___________________
* To be filed by a post-effective amendment to
this registration statement or as an exhibit to a Current Report on Form 8-K and incorporated by reference herein.
** To be filed in accordance with the requirements
of Section 305(b)(2) of the Trust Indenture Act of 1939.
Item 17. Undertakings.
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;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” table in
the effective registration statement; and
(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 paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That, for
the purpose of determining any liability under the Securities Act, 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
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for
the purpose of determining liability under the Securities Act, to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That, for
the purpose of determining liability of the registrant under the Securities Act, to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary
prospectus or any prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing
prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other
communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6) That, for
purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.
Insofar as indemnification
for liabilities arising under the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant
to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities 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 proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, that 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 Securities Act, and will be governed by the final adjudication of such issue.
The undersigned
Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section
305(b)(2) of the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements
of the Securities Act, America’s Car-Mart, Inc. certifies that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Rogers, Arkansas, on June 29, 2023.
|
AMERICA’S CAR-MART, INC. |
|
|
|
By: |
/s/ Jeffrey A. Williams |
|
|
Jeffrey A. Williams |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey A. Williams and Vickie D. Judy, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of substitution, 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 all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact
and agents 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact
and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Williams |
|
Chief Executive Officer |
|
June 29, 2023 |
Jeffrey A. Williams |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Vickie D. Judy |
|
Chief Financial Officer |
|
June 29, 2023 |
Vickie D. Judy |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Joshua G. Welch |
|
Chairman of the Board |
|
June 29, 2023 |
Joshua G. Welch |
|
|
|
|
|
|
|
|
|
/s/ Ann G. Bordelon |
|
Director |
|
June 29, 2023 |
Ann G. Bordelon |
|
|
|
|
|
|
|
|
|
/s/ Julia K. Davis |
|
Director |
|
June 29, 2023 |
Julia K. Davis |
|
|
|
|
|
|
|
|
|
/s/ Daniel J. Englander |
|
Director |
|
June 29, 2023 |
Daniel J. Englander |
|
|
|
|
|
|
|
|
|
/s/ William H. Henderson |
|
Director |
|
June 29, 2023 |
William H. Henderson |
|
|
|
|
|
|
|
|
|
/s/ Dawn C. Morris |
|
Director |
|
June 29, 2023 |
Dawn C. Morris |
|
|
|
|
|
|
|
|
|
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