As filed with the Securities and Exchange Commission on August 6, 1999
File No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMF BOWLING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3873268
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8100 AMF DRIVE
RICHMOND, VIRGINIA 23111
(804) 730-4000
(Address of principal executive office, including zip code)
AMF BOWLING, INC.
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
Roland C. Smith
President and Chief Executive Officer
AMF Bowling, Inc.
8100 AMF Drive
Richmond, Virginia 23111
(804) 730-4000
(Name, address and telephone number, including area code, of agent for service
of process)
Copies of all communications, including communications sent to agent
for service, should be sent to:
Joseph C. Carter, III, Esq.
McGuire, Woods, Battle & Boothe LLP
One James Center
901 East Cary Street
Richmond, Virginia 23219
(804) 775-1000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price per Aggregate Registration
Title of Securities to be Registered Registered Share Offering Price Fee
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Common Stock, par value $0.01 per share 2,000,000 shs./(1)(2)/ $5.1875/(3)/ $10,375,000/(3)/ $2,885
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(1) The number of shares being registered represents additional shares of AMF's
Common Stock authorized and reserved for issuance under AMF's 1998 Stock
Incentive Plan and not previously registered.
(2) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends or similar
transactions.
(3) Estimated, pursuant to Rule 457(h),and solely for the purpose of
calculating the registration fee, in accordance with Rule 457(c) based on
the average of the high and low prices of AMF Common Stock on the New York
Stock Exchange on August 2, 1999.
INTRODUCTION
This registration statement on Form S-8 is filed by AMF Bowling, Inc., a
Delaware corporation, relating to 2,000,000 shares of its common stock, par
value $0.01 per share (the "Common Stock") issuable to eligible AMF employees
under AMF's 1998 Stock Incentive Plan, as amended (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed as part of this registration statement pursuant to
Note to Part 1 of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed as part of this registration statement pursuant to
Note to Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by AMF with the SEC are incorporated
herein by reference and made a part hereof:
1. Annual Report on Form 10-K (File No. 001-13539) for the year ended
December 31, 1998.
2. Quarterly Report on Form 10-Q (File No. 001-13539) for the quarter
ended March 31, 1999.
3. Current Reports on Form 8-K (File No. 001-13539), filed with the SEC
on May 5, 1999, June 28, 1999, June 29, 1999 and July 30, 1999.
4. The description of AMF's Common Stock contained in the Registration
Statement on Form 8-A filed with the SEC on October 27, 1997 (File No.
001-13539).
All documents, filed subsequent to the date hereof by AMF with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a
post-effective amendment hereto that indicates that all securities offered
hereby have been sold or that de-registers all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from their respective dates of filing (such documents, and the documents
enumerated above, are collectively referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other 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 hereof.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may eliminate or limit the personal liability of a
director (or certain persons who, pursuant to the provisions of the certificate
of incorporation, exercise or perform duties conferred or imposed upon directors
by the DGCL) to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided that such provisions may not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (which provides
for liability of directors for unlawful payments of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which the director
derived an improper personal benefit. Article VIII, Section 1 of AMF's Restated
Certificate of Incorporation limits the liability of directors thereof to the
full extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any action, suit or proceeding brought by third
parties to which they may be made parties by reason of their being or having
been directors, officers, employees or agents of the corporation, if such
persons acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In addition, a corporation may indemnify any such person for
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of any such action or suit
by or in the right of the corporation if the person acted in good faith and in a
manner that the person reasonably believed to be in or not opposed to the best
interests of the corporation; however, the corporation may not indemnify the
person for such expenses in a suit or action by or on behalf of the corporation
unless the Delaware Court of Chancery of the court hearing the action or
proceeding determines that the person is fairly and reasonably entitled to
indemnity for such expenses. A corporation is required to provide the foregoing
indemnity to a director if the director is successful (on the merits or
otherwise) in his or her defense of the claim or proceeding. Article VIII,
Section 2(a) of the Restated Certificate of Incorporation of AMF provides that
AMF shall indemnify its officers and directors to the full extent permitted by
Delaware law.
Article VIII, Section 2(a) of AMF's Restated Certificate of
Incorporation also provides that AMF shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the Board of Directors, except as otherwise
provided in the Restated Certificate of Incorporation. Any rights to
indemnification conferred in Section 2 are contract rights, and include the
right to be paid by AMF the expenses incurred in defending any such proceeding
in advance of its final disposition, except that, if the DGCL requires, the
payment of such expenses incurred by a director or officer in such capacity in
advance of final disposition shall be made only upon delivery to AMF of an
undertaking by or on behalf of such director or officer to repay all amounts so
advanced if it is ultimately determined that such director or officer is not
entitled to be indemnified under Section 2 or otherwise. By action of the Board
of Directors, AMF may extend such indemnification to employees and agents of
AMF.
An insurance policy obtained by AMF provides for indemnification of
officers and directors of AMF and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See Exhibit Index
Item 9. 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;
(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) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the registrant pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in 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
this offering.
The undersigned registrant hereby undertakes 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 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
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, 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Richmond, Commonwealth of Virginia, on the 6th day of
August, 1999.
AMF BOWLING, INC.
By: /s/ Roland C. Smith
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Roland C. Smith
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Richard A. Friedman* Chairman of the Board and Director August 6, 1999
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Richard A. Friedman
/s/ Terence M. O'Toole* Director August 6, 1999
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Terence M. O'Toole
/s/ Peter M. Sacerdote* Director August 6, 1999
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Peter M. Sacerdote
/s/ Roland C. Smith President and Chief Executive August 6, 1999
- --------------------------------------------------- Officer (Principal Executive
Roland C. Smith Officer) and Director
/s/ Stephen E. Hare* Executive Vice President, Chief August 6, 1999
- --------------------------------------------------- Financial Officer, Treasurer
Stephen E. Hare (Principal Financial Officer) and
Director
/s/ Charles M. Diker* Director August 6, 1999
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Charles M. Diker
/s/ Paul B. Edgerley* Director August 6, 1999
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Paul B. Edgerley
/s/ Howard A. Lipson* Director August 6, 1999
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Howard A. Lipson
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Signature Title Date
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/s/ Thomas R. Wall, IV* Director August 6, 1999
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Thomas R. Wall, IV
/s/ Michael P. Bardaro* Senior Vice President, Corporate August 6, 1999
- --------------------------------------------------- Controller and Assistant Secretary
Michael P. Bardaro (Principal Accounting Officer)
* By: /s/ Roland C. Smith
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Roland C. Smith
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Restated Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 to AMF's Registration Statement on Form S-1 (File
No. 333-34099))
4.2 By-Laws (incorporated by reference to Exhibit 3.1 to AMF's
Registration Statement on Form S-1 (File No. 333-34099))
4.3 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4.1 to AMF's Annual Report on Form 10-K for the year ended
December 31, 1997 (File No. 001-13539))
5 Opinion of McGuire, Woods, Battle & Boothe LLP (a)
23.1 Consent of Arthur Andersen LLP (a)
23.2 Consent of PricewaterhouseCoopers LLP (a)
23.3 Consent of McGuire, Woods, Battle & Boothe LLP (contained in the
opinion of counsel filed as Exhibit 5)
24 Powers of Attorney of directors and certain officers of AMF (a)
99.1 AMF Bowling, Inc. 1998 Stock Incentive Plan (incorporated by
reference to Exhibit A to AMF's Definitive Schedule 14A (File No.
001-13539) filed with the SEC on March 27, 1998)
99.2 Amendment to the AMF Bowling, Inc. 1998 Stock Incentive Plan
(incorporated by reference to Exhibit A to AMF's Definitive
Schedule 14A (File No. 001-13539) filed with the SEC on March 13,
1999)
99.3 Stockholders Agreement, dated as of April 30, 1996 (the
"Stockholders Agreement"), between AMF and certain of its
stockholders (incorporated by reference to Exhibit 10.4 to the
Registration Statement on Form S-4 of AMF Bowling Worldwide, Inc.
(formerly AMF Group Inc.)(File No. 333-4877))
99.4 Amendment No. 1, dated as of May 28, 1996, to the Stockholders
Agreement (incorporated by reference to Exhibit 10.5 to AMF's
Registration Statement on Form S-1 (File No. 333-34099))
99.5 Amendment No. 2, dated as of May 31, 1996, to the Stockholders
Agreement (incorporated by reference to Exhibit 10.6 to AMF's
Registration Statement on Form S-1 (File No. 333-34099))
99.6 Amendment No. 3, dated as of January 17, 1997, to the Stockholders
Agreement (incorporated by reference to Exhibit 10.7 to AMF's
Registration Statement on Form S-1 (File No. 333-34099))
99.7 Amendment No. 4, dated as of January 17, 1997, to the Stockholders
Agreement (incorporated by reference to Exhibit 10.8 to AMF's
Registration Statement on Form S-1 (File No. 333-34099))
99.8 Amendment No. 5, dated as of July 31, 1997, to the Stockholders
Agreement (incorporated by reference to Exhibit 10.9 to AMF's
Registration Statement on Form S-1 (File No. 333-34099))
99.9 Amendment No. 6, dated as of December 31, 1997, to the
Stockholders Agreement (incorporated by reference to Exhibit 10.10
to AMF's Annual Report on Form 10-K for the year ended December
31, 1997 (File No. 001-13539))
99.10 Amendment No. 7, dated as of January 1, 1998, to the Stockholders
Agreement (incorporated by reference to Exhibit 10.11 to AMF's
Annual Report on Form 10-K for the year ended December 31, 1997
(File No. 001-13539))
(a) Filed with this registration statement.