As filed with the Securities and Exchange
Commission on September 29, 2023
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) |
(IRS Employer Identification Number) |
1805 North 2nd Street, Suite 401, Rogers, AR |
72756 |
(Address of Principal Executive Offices) |
(Zip Code) |
AMERICA’S CAR-MART, INC. AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of the plan)
Vickie D. Judy
Chief Financial Officer
America’s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
Telephone: (479) 464-9944
(Name, address and telephone number, including area code, of
agent for service) |
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 ☐ |
Accelerated filer þ |
Non-accelerated filer ☐ (Do not check if a
smaller reporting company) |
Smaller reporting company ☐
|
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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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration
Statement”) is filed by America’s Car-Mart, Inc., a Texas corporation (the “Corporation” or the “Registrant”)
to register 385,000 shares of its Common Stock issuable under the Plan, which shares are in addition to the 1,755,250 shares of Common
Stock registered by the Corporation under the Corporation’s registration statements on Form S-8 (Commission File Nos. 333-208414
and 333-227856) (collectively, the “Prior Registration Statements”).
This Registration Statement relates to securities of
the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to
Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration
Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents (or the referenced portions thereof), 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, 2023, filed with the Commission on June 26, 2023;
(2) The
Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2023, filed with the Commission on September 8, 2023;
(3) The Corporation’s Current
Reports on Form 8-K filed with the Commission on June 29, 2023, July 11, 2023, July 14, 2023, and September 1, 2023, and Item 5.02 of
the Corporation’s Current Report on Form 8-K filed with the Commission on September 5, 2023; 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 updated
by the description of the Common Stock contained in Exhibit 4.1 to the Corporation’s Annual Report on Form 10-K for the fiscal year
ended April 30, 2021, filed with the Commission on July 2, 2021, including 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.
Exhibit No. |
| Exhibit Description |
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4.1 |
| Articles of Incorporation of the Corporation, as amended (incorporated by reference to Exhibits 4.1-4.8 to the Corporation’s
Registration Statement on Form S-8 filed with the Commission on November 16, 2005 (Commission File No. 333-129727)). |
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4.2 |
| Amended and Restated Bylaws of the Corporation dated December 4, 2007 (incorporated by reference to Exhibit 3.2 to the Corporation’s
Quarterly Report on Form 10-Q for the quarter ended October 31, 2007 filed with the Commission on December 7, 2007). |
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4.3 |
| Amendment No. 1 to the Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Corporation’s
Current Report on Form 8-K filed with the Commission on February 19, 2014). |
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5.1 |
| Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. |
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23.1 |
| Consent of Grant Thornton LLP. |
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23.2 |
| Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included in Exhibit 5.1). |
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24.1 |
| Power of Attorney (contained on signature page hereto). |
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99.1 |
| Amended and Restated Stock Option Plan (incorporated by reference to Appendix B to the Corporation’s Proxy Statement on Schedule
14A filed with the Commission on June 23, 2015). |
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99.2 |
| Amendment to Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.4 to the Corporation’s Current
Report on Form 8-K filed with the Commission on September 4, 2018). |
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99.3 |
| Amendment to Amended and Restated Stock Option Plan (incorporated by reference to Exhibit 10.3 to the Corporation’s Current
Report on Form 8-K filed with the Commission on August 31, 2020). |
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99.4 |
| Amendment to Amended and Restated Stock Option Plan. |
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107 |
| Calculation of Filing Fee Tables. |
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 Rogers, State of Arkansas,
on this 29 day of September, 2023.
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AMERICA’S CAR-MART, INC. |
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By: |
/s/ Vickie D. Judy |
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Vickie D. Judy |
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Chief Financial Officer |
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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 or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 or she might or could do in person, hereby ratifying and confirming
all that each said attorneys-in-fact and agents, or any of them or his, her or their 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 |
Date |
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/s/ Jeffrey A. Williams |
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President, Chief Executive Officer and |
September 29, 2023 |
Jeffrey A. Williams |
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Director (principal executive officer) |
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/s/ Vickie A. Judy |
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Chief Financial Officer |
September 29, 2023 |
Vickie A. Judy |
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(principal financial and accounting officer) |
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/s/ Joshua G. Welch |
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Chairman of the Board |
September 29, 2023 |
Joshua G. Welch |
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/s/ Ann G. Bordelon |
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Director |
September 29, 2023 |
Ann G. Bordelon |
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/s/ Julia K. Davis |
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Director |
September 29, 2023 |
Julia K. Davis |
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/s/ Daniel J. Englander |
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Director |
September 29, 2023 |
Daniel J. Englander |
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/s/ William H. Henderson |
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Director |
September 29, 2023 |
William H. Henderson |
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/s/ Dawn C. Morris |
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Director |
September 29, 2023 |
Dawn C. Morris |
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4
Exhibit 5.1
425
West Capitol Avenue, Suite 1800
Little
Rock, Arkansas 72201-3525
Telephone
501-688-8800
September 29, 2023
Fax 501-688-8807
America’s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
| Re: | Registration Statement on Form S-8 – America’s Car-Mart Inc. Amended and Restated Stock Option
Plan |
Ladies and Gentlemen:
We have acted as counsel to America’s Car-Mart,
Inc., a Texas corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s
Registration Statement on Form S-8 (the “Registration Statement”) registering 385,000 shares (the “Shares”) of
the Company’s common stock, $0.01 par value per share, subject to issuance by the Company under the Company’s Amended and
Restated Stock Option Plan, as amended (the “Plan”). This opinion letter is furnished to you at your request to enable you
to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
In so acting we have examined originals, or copies certified
or otherwise identified to our satisfaction, of (a) the Registration Statement, (b) the Articles of Incorporation of the Company, as amended,
(c) the Amended and Restated Bylaws of the Company, as amended, (d) the Plan, and (e) such other documents, records, certificates and
other instruments as in our judgment are necessary or appropriate for purposes of this opinion. We have assumed that (i) the Shares will
be issued for consideration consisting of any tangible or intangible benefit to the Company, cash, services performed or a contract for
services to be performed, a security of the Company or other property of any kind or nature; (ii) the consideration will not be less than
the par value of the Shares; and (iii) the Shares were or will be issued in compliance with applicable federal and state securities laws
and in accordance with the Plan.
In our examination of the aforesaid documents, we have
assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted
to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us
as copies (including electronic copies and telecopies). This opinion letter is given, and all statements herein are made, in the context
of the foregoing.
Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C. | Attorneys at Law
MitchellWilliamsLaw.com
America’s Car-Mart, Inc.
September 29, 2023
Page 2
This opinion letter is based as to matters of law solely
on the Texas Business Organizations Code. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.
Based upon, subject to and limited by the foregoing,
we are of the opinion that the Shares, when issued, will be duly authorized, validly issued, fully paid and non-assessable.
Our opinion represents the reasoned judgment of Mitchell,
Williams, Selig, Gates & Woodyard, P.L.L.C., as to certain matters of law based upon facts presented to us or assumed by us and should
not be considered or construed as a guaranty. Our opinion is subject to future changes in law or fact, and we disclaim any obligation
to advise you of or update this opinion for any changes of applicable law or facts that may affect matters or opinions set forth herein.
This opinion letter has been prepared solely for your
use in connection with the filing of the Registration Statement and speaks as of the date hereof. We assume no obligation to advise you
of any changes in the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter
as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
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Very truly yours, |
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/s/ Mitchell, Williams, Selig, |
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Gates & Woodyard, P.L.L.C. |
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mitchell, williams, selig, |
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GATES & WOODYARD,
P.L.L.C. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our reports dated June 26, 2023 with respect to the consolidated
financial statements and internal control over financial reporting of America’s Car-Mart, Inc. included in the Annual Report on
Form 10-K for the year ended April 30, 2023, which are incorporated by reference in this Registration Statement. We consent to the
incorporation by reference of the aforementioned reports in this Registration Statement.
/s/ GRANT THORNTON LLP
Tulsa, Oklahoma
September 29, 2023
Exhibit 99.4
Amendment to Amended and Restated Stock Option Plan
AMENDMENT TO AMERICA’S CAR-MART, INC.
Amended and Restated Stock Option Plan
Adopted June 3, 2022
America’s Car-Mart, Inc., a Texas corporation (the “Company”),
hereby amends (the “Amendment”) the America’s Car-Mart, Inc. Amended and Restated Stock Option Plan (the “Plan”),
as set forth herein.
1. Background
Information. The Company originally established the Plan effective as of August 27, 2007 and subsequently amended and restated the
Plan effective as of August 5, 2015. Section 12 of the Plan provides that the board of directors of the Company may at any time amend
the Plan, provided that such amendment is approved by the stockholders of the Corporation if required by applicable law, rule or regulation.
The listing rules of the NASDAQ Stock Market require the Company to obtain stockholder approval of any amendment to an equity compensation
of the Company that materially increases the number of shares to be issued under such plan. The Company wishes to amend the Plan as set
forth in this Amendment to increase the number of authorized shares that may be issued under the Plan. The Company will submit this Amendment
for approval by the requisite vote of stockholders of the Company entitled to vote thereon at the 2022 annual meeting of stockholders
to be held on August 30, 2022.
2. Amendment
to Section 4 – Shares of Stock Subject to the Plan; Award Limitation. Paragraph (a) of Section 4 of the Plan is hereby amended
in its entirety to read as follows:
“(a) The number of shares of Common Stock that may be issued
pursuant to Awards shall be two million three hundred eighty-five thousand (2,385,000) shares (which number includes all shares available
for delivery under this Section 4(a) since the establishment of the plan in 2007). Such shares shall be authorized but unissued shares
or treasury shares of the Corporation, or shares purchased on the open market or by private purchase.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed
on this 3rd day of June, 2022, and approved by the stockholders of the Company at the 2022 annual meeting of stockholders duly called
and held this 30th day of August, 2022.
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America’s
Car-Mart, Inc. |
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By:
/s/ Vickie D. Judy |
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Vickie D. Judy |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
America’s Car-Mart, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered (1) | |
Proposed Maximum Offering Price Per Unit (2) | |
Maximum Aggregate Offering Price (2) | |
Fee Rate | |
Amount of Registration Fee (2) |
Equity | |
Common stock, par value $0.01 per share | |
Other | |
| 385,000 | | |
$ | 89.44 | | |
$ | 34,434,400 | | |
| 0.00011020 | | |
$ | 3,795 | |
Total Offering Amounts | | |
| | | |
$ | 34,434,400 | | |
| | | |
$ | 3,795 | |
Total Fee Offsets | | |
| | | |
| | | |
| | | |
$ | — | |
Net Fee Due | | |
| | | |
| | | |
| | | |
| 3,795 | |
| (1) | Pursuant to Rule 416, this registration statement is deemed to include additional shares of the registrant’s common stock, par
value $0.01 per share (“Common Stock”), issuable under the terms of the America’s Car-Mart, Inc. Amended and Restated
Stock Option Plan to prevent dilution resulting from any stock dividend, stock split, recapitalization or similar transaction. |
| (2) | Estimated 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, to be equal to $89.44 per share, the average of the high and low prices of the Common Stock as reported on the
NASDAQ Global Select Market on September 22, 2023. |
Table 2: Fee Offset Claims and Sources
N/A
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