As
filed
with the Securities and Exchange Commission on December 11, 2006.
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
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63-0851141
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(State
or other jurisdiction
of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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802
Southeast Plaza Avenue
Suite
200
Bentonville,
Arkansas 72712
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(Address
of Principal Executive
Offices)
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AMERICA’S
CAR-MART, INC. 401(K) PLAN
COLONIAL
AUTO FINANCE, INC. 401(K) PLAN
(Full
title of the plan)
Tilman
J. Falgout, III
Chief
Executive Officer
America’s
Car-Mart, Inc.
802
Southeast Plaza Avenue
Suite
200
Bentonville,
Arkansas 72712
(479)
464-9944
(Name,
address and telephone number, including
area
code, of agent for service)
Copy
to:
Terry
F. Schwartz, Esq.
Smith,
Gambrell & Russell, LLP
Promenade
II, Suite 3100
1230
Peachtree Street, N.E.
Atlanta,
Georgia 30309-3592
(404)
815-3500
CALCULATION
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
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Common
Stock, Par
Value
$0.01 Per Share
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200,000
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$11.47
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$2,294,000
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$245.46
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(1)
This Registration Statement shall, pursuant to Rule 416 under
the
Securities Act of 1933, as amended (the “Securities Act”), be deemed to
cover such additional shares as may be issued to prevent dilution
resulting from stock splits, stock dividends, or similar transactions
with
respect to the shares registered hereunder. In addition, pursuant
to Rule
416(c) under the Securities Act, this Registration Statement
also covers
an indeterminate amount of interests to be offered or sold
pursuant to the
employee benefit plan(s) described herein.
(2)
The maximum aggregate offering price is estimated in accordance
with Rule
457(c) & (h)(1) under the Securities Act solely for the purpose of
calculating the registration fee and is equal to the product
resulting
from multiplying 200,000, the number of shares registered by
this
Registration Statement, by $11.47, the average of the high and
low sales
prices of the common stock as reported on the NASDAQ National
Market on
December 5, 2006.
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TABLE
OF CONTENTS
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Omitted *
Item
2.
Registrant Information and Employee Plan Annual
Information.
Omitted *
*Separately
given to participants. Pursuant to the rules for filing a Registration Statement
on Form S-8, such information is contained in a document which does not
constitute a part of this Registration Statement but which shall, together
with
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II hereof, constitute a prospectus under Section 10(a)
of the
Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation Of
Certain Documents By Reference.
America’s
Car-Mart, Inc. (hereinafter sometimes the “Company” or the “Registrant”) hereby
incorporates by reference in this Registration Statement its Prospectus and
the
following documents:
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(a) |
The
Company’s Annual Report on Form 10-K for the fiscal year ended April
30,
2006;
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(b) |
All
other reports filed by the Company pursuant to Section 13(a)
or 15(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since
the end of the fiscal year covered by the Annual Report referred
to in (a)
above;
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(c) |
The
description of the Company’s Common Stock contained in the Company’s
Registration Statement on Form 10, as filed with the Securities
and
Exchange Commission (the “Commission”), pursuant to the Exchange Act on
December 23, 1986, as amended by a Current Report on Form 8-K
dated
November 2, 2005, as filed with the Commission on November 2,
2005;
and
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(d) |
All
documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment
which
indicates that all securities offered hereunder have been sold
or which
deregisters all securities then remaining unsold, shall be deemed
to be
incorporated by reference into this Registration Statement and
to be a
part hereof from the respective dates of filing of such documents,
except
to the extent that such documents provide that the information
is
furnished to, and not filed with, the Commission or shall not
otherwise be
incorporated by reference.
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Any
statement contained in a document incorporated or deemed to be incorporated
by
reference herein shall be deemed to be modified or superseded for purposes
of
this Registration Statement to the extent that a statement contained herein
or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such
statement so modified or superseded shall be deemed, except as so modified
and
superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable, the class of securities offered is registered under Section 12
of
the Exchange Act.
Item
5. Interests of Named Experts and
Counsel.
Not
applicable.
Item
6. Indemnification of Directors and
Officers.
The
Articles of Incorporation of the Company provide for the elimination of monetary
liability of directors of the Company pursuant to Article 7.06(B) of the
Texas
Miscellaneous Corporation Laws Act.
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 shall indemnify the director
or officer for reasonable expenses incurred therewith.
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 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 him. 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 duty to the Company.
Article
2.02-1 of the Texas Business Corporation Act sets forth the applicable terms,
conditions, and limitations governing the indemnification of officers, directors
and other persons.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
Index
to Exhibits attached to this Registration Statement is incorporated herein
by
reference.
Item
9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
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(1) |
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this Registration
Statement:
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(i) To
include any prospectus required by section 10(a)(3) of the Securities Act
of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective
date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change
in the information set forth in the Registration Statement. 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
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume
and price represent no more than a 20% change in the maximum aggregate
offering
price set forth in the “Calculation of Registration Fee” table in the effective
Registration Statement;
(iii) To
include any material information with respect to the plan of distribution
not
previously disclosed in the Registration Statement or any material change
to
such information in the Registration Statement;
Provided,
however,
Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section 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 Commission by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
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(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.
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(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.
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(b)
The
undersigned Registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act of 1933, each filing of the Registrant’s
Annual Report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act
of
1934) that is incorporated by reference in the Registration Statement shall
be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be
the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of
1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has
been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against
such liabilities (other than the payment by the Registrant of expenses
incurred
or paid by a director, officer or controlling person of the Registrant
in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the Registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
[THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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
Irving, State of Texas, on December 11, 2006.
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AMERICA’S
CAR-MART, INC. |
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By: |
/s/ Tilman
J.
Falgout, III |
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Tilman
J.
Falgout, III
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Chief Executive Officer |
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By: |
/s/ Jeffrey
A. Williams |
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Jeffrey A. Williams |
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Chief Financial Officer |
Pursuant
to the requirements of the Securities Act, the America’s Car-Mart 401(k) Plan
has duly caused this Registration Statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, in the capacities and on the dates
indicated.
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By: |
/s/
William H. Henderson |
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William
H. Henderson
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By: |
/s/
Donald W. Naught |
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Donald W.
Naught |
Pursuant
to the requirements of the Securities Act, the Colonial Auto Finance, Inc.
401(k) Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the capacities and
on
the dates indicated.
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By: |
/s/
Eddie L. Hight |
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Eddie L.
Hight
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By: |
/s/
Barbara A.
Sikes |
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Barbara
A. Sikes |
POWER
OF
ATTORNEY
KNOW
ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Tilman J. Falgout, III and Jeffrey A. Williams,
his
true and lawful attorneys-in-fact and agents, each acting alone, with full
power
of substitution and resubstitution, for him and in his name, place and stead,
in
any and all capacities, to sign any or all amendments to this Registration
Statement, including post-effective amendments, and any registration statement
for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act, and
to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Commission, granting unto 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, and hereby ratifies
and confirms all that said attorneys-in-fact and agents, each acting alone,
or
their substitute or resubstitutes, may lawfully do or cause to be done.
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/
Tilman J. Falgout, III
Tilman
J. Falgout, III
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Chairman
of the Board, Chief
Executive
Officer and Director
(principal
executive officer)
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December
11, 2006
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/s/
Jeffrey A. Williams
Jeffrey
A. Williams
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Chief
Financial Officer
(principal
financial and accounting
officer)
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December
11, 2006
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/s/
William A. Swanston
William
A. Swanston
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Director
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December
11, 2006
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/s/
William H. Henderson
William
H. Henderson
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Director
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December
11, 2006
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/s/
J. David Simmons
J.
David Simmons
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Director
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December
11, 2006
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/s/
Carl E. Baggett
Carl
E. Baggett
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Director
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December
11, 2006
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/s/
William M. Sams
William
M. Sams
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Director
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December
11, 2006
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INDEX
TO EXHIBITS
Exhibit
Number
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Description
of Exhibit
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4.1
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America’s
Car-Mart, Inc. 401(k) Plan, as amended. (3)
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4.1.1
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Amendment
for Additional Provisions Concerning Employer Securities to America’s
Car-Mart, Inc. 401(k) Plan. (3)
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4.2
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Colonial
Auto Finance, Inc. 401(k) Plan, as amended. (3)
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4.2.1
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Amendment
for Additional Provisions Concerning Employer Securities to Colonial
Auto
Finance, Inc. 401(k) Plan. (3)
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4.3
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Articles
of Incorporation of the Company, as amended. (1)
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4.4
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By-Laws
dated August 24, 1989. (2)
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5.1
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Opinion
of Smith, Gambrell & Russell, LLP as to the legality of the securities
being registered. (3)
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23.1
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Consent
of Grant Thornton LLP. (3)
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23.2
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Consent
of Smith, Gambrell & Russell, LLP (contained in their opinion filed as
Exhibit 5.1). (3)
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(1)
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Previously
filed as Exhibits 4.1-4.8 to the Company's Registration Statement
on Form
S-8 initially filed with the Securities and Exchange Commission
on
November 16, 2005 (No. 333-129727) and incorporated herein by
reference.
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(2)
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Previously
filed as Exhibit 4.9 to the Company's Registration Statement on
Form S-8
initially filed with the Securities and Exchange Commission on
November
16, 2005 (No. 333-129727) and incorporated herein by
reference.
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(3)
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Filed
herewith.
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