Securities Registration: Employee Benefit Plan (s-8)
October 16 2018 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 16,
2018
Registration No. 333-______
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
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)
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63-0851141
(IRS Employer Identification Number)
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802 Southeast Plaza Avenue, Suite 200, Bentonville, AR
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72712
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(Address of Principal Executive Offices)
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(Zip Code)
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____________________
AMERICA’S CAR-MART, INC. AMENDED AND RESTATED STOCK INCENTIVE
PLAN
(Full title of the plan)
____________________
Vickie D. Judy
Chief Financial Officer
America’s Car-Mart, Inc.
802 Southeast Plaza Avenue, Suite 200
Bentonville, Arkansas 72712
Telephone: (479) 464-9944
(Name, address and telephone number, including area code,
of agent for service)
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Copy to:
Courtney C. Crouch, III
Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
425 West Capitol Avenue, Suite 1800
Little Rock, Arkansas 72201
Telephone: (501) 688-8822
Facsimile: (501) 918-7822
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____________________
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 the definitions of “accelerated
filer,” “large accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
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Accelerated filer
þ
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
¨
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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.
¨
CALCUATION OF REGISTRATION FEE
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Title of securities to be registered
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Amount to be registered (1)
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Proposed maximum offering price per share (2)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee (2)
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Common Stock, par value $0.01 per share
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100,000
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$72.421
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$7,242,100
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$877.75
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(1)
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This Registration Statement shall also cover any additional shares of common stock which become issuable under the America’s Car-Mart, Inc. Amended and Restated Stock Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of America’s Car-Mart, Inc. (the “Registrant”) common stock.
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(2)
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Calculated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the common stock of the Registrant on October 12, 2018, as reported on the NASDAQ Global Select Market, which was $72.421.
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EXPLANATORY NOTE
On December 9, 2015, America’s Car-Mart, Inc., a Texas corporation
(the “Corporation” or the “Registrant”) filed a registration statement on Form S-8 (Commission File No.
333-208416) (the “Prior Registration Statement”) to register 177,527 shares of its common stock, par value $0.01 per
share (the “Common Stock”), issuable to employees, officers and directors of the Corporation under the America’s
Car-Mart, Inc. Amended and Restated Stock Incentive Plan (the “Plan”), which shares were carried forward from an earlier
registration statement on Form S-8 relating to the Corporation’s Stock Incentive Plan. The current Registration Statement
on Form S-8 is filed by the Corporation to register 100,000 shares of its Common Stock issuable under the Plan, which shares are
in addition to the 177,527 shares of Common Stock registered by the Corporation under the Prior Registration Statement.
This Registration Statement relates to securities of the same class
as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8
regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration
Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The following documents, which have previously been filed by the
Corporation with the Securities and Exchange Commission (the “Commission”), are incorporated by reference herein and
shall be deemed to be a part hereof:
(1) The Corporation’s
Annual Report on Form 10-K for the year ended April 30, 2018, filed with the Commission on June 14, 2018;
(2) The Corporation’s
Quarterly Report on Form 10-Q for the quarter ended July 31, 2018, filed with the Commission on September 4, 2018;
(3) The Corporation’s
Current Report on Form 8-K/A filed with the Commission on July 18, 2018, and the Corporation’s Current Report on Form 8-K
filed with the Commission on September 4, 2018; and
(4) The description of the
Common Stock contained in the Corporation’s Registration Statement on Form 10 filed with the Commission on December 23, 1986,
as amended by a Current Report on Form 8-K filed with the Commission on November 2, 2005, together with any amendment or report
filed with the Commission for the purpose of updating such description.
In addition, all documents filed by the Corporation pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than any portions
of the respective filings that are furnished pursuant to Item 2.02 or Item 7.01 of Current Reports on Form 8-K, including exhibits
related thereto) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and made part hereof from their respective dates of filing (such documents, and the
documents listed above, being hereinafter referred to as “Incorporated Documents”); provided, however, that the documents
listed above or subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each
year during which the offering made by this Registration Statement is in effect prior to the filing with the Commission of the
Corporation’s Annual Report on Form 10-K covering such year shall cease to be Incorporated Documents or be incorporated by
reference in this Registration Statement from and after the filing of such Annual Report. The Corporation’s Exchange Act
file number with the Commission is 000-14939.
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed Incorporated Document modifies or supersedes such statement. Any statement contained herein shall
be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in
any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Exhibit No.
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Exhibit Description
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bentonville,
State of Arkansas, on this 16th day of October, 2018.
AMERICA’S CAR-MART, INC.
By:
/s/ Vickie D. Judy
Vickie D. Judy
Chief Financial 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 and resubstitution, for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with
all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as 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 any of them or their or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ Jeffrey A. Williams
Jeffrey A. Williams
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President, Chief Executive
Officer and Director (principal executive officer)
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October 16, 2018
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/s/ Vickie D. Judy
Vickie D. Judy
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Chief Financial Officer
(principal financial and accounting officer)
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October 16, 2018
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/s/ Ray C. Dillon
Ray C. Dillon
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Chairman of the Board
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October 16, 2018
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/s/ Daniel J. Englander
Daniel J. Englander
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Director
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October 16, 2018
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/s/ William H. Henderson
William H. Henderson
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Director
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October 16, 2018
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/s/ Jim von Gremp
Jim von Gremp
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Director
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October 16, 2018
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/s/ Joshua G. Welch
Joshua G. Welch
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Director
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October 16, 2018
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