1
As filed with the Securities and Exchange Commission on April 9, 1999
Registration No. 333-38475
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
Registration Statement
Under
The Securities Act of 1933
CROWN GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 63-0851141
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4040 North MacArthur Boulevard
Suite 100
Irving, Texas 75038-6424
----------------------------------------
(Address of principal executive offices)
1997 STOCK OPTION PLAN
------------------------
(Full Title of the Plan)
EDWARD R. MCMURPHY
President and Chief Executive Officer
4040 North MacArthur Boulevard
Suite 100
Irving, Texas 75038-6424
(972) 717-3423
-------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
------------------------------------------------
Copies Requested to:
Terry Ferraro Schwartz, Esq.
Smith, Gambrell & Russell
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 815-3500
------------------------------------------------
2
This post-effective amendment to Registration Statement on Form S-8, No.
333-38475, relating to the Crown Group, Inc. ("Company") 1997 Stock Option Plan,
is being filed to update Item 3, "Incorporation of Documents by Reference," to
update the description of the Company's Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents:
(a) the Company's Annual Report on Form 10-K for the year ended
April 30, 1998;
(b) the Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1998;
(c) the Company's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1998;
(d) the Company's Quarterly Report on Form 10-Q for the quarter
ended January 31, 1999; and
(e) 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 Securities Exchange Act of 1934, on December
23, 1986, as amended by a Current Report on Form 8-K dated
February 3, 1999, as filed with the Commission on February 3,
1999.
Item 8. Exhibits.
23.1 Consent of Independent Accountants.
II-1
3
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 amendment no. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Irving, State of Texas, on this 31st
day of March, 1999.
CROWN GROUP, INC.
By: /s/ Edward R. McMurphy
-------------------------------------------
Edward R. McMurphy
President and Chief Executive Officer
(principal executive officer)
By: /s/ Mark D. Slusser
-------------------------------------------
Mark D. Slusser
Vice President of Finance, Chief Financial
Officer, Secretary and Treasurer
(principal financial and accounting
officer)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement amendment no. 1 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Edward R. McMurphy President, Chief March 31, 1999
- ----------------------------------------- Executive Officer
Edward R. McMurphy and Director
/s/ Tilman J. Falgout, III Executive Vice President March 31, 1999
- ----------------------------------------- and General Counsel;
Tilman J. Falgout, III Director
- ----------------------------------------- Director
John David Simmons
/s/ David J. Douglas Director March 31, 1999
- -----------------------------------------
David J. Douglas
/s/ Gerald L. Adams Director March 31, 1999
- -----------------------------------------
Gerald L. Adams
/s/ Gerard M. Jacobs Director March 31, 1999
- -----------------------------------------
Gerard M. Jacobs
- ----------------------------------------- Director
Robert J. Kehl
II-2
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of Independent Accountants.
II-3