Americas Carmart Inc – ‘S-8’ on 10/22/97

As of:  Wednesday, 10/22/97   ·   Effective:  10/22/97   ·   Accession #:  950144-97-11115   ·   File #:  333-38475

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Crown Group Inc                                        6     33K 
 2: EX-4.1      Registrants 1997 Stock Option Plan                     8     38K 
 3: EX-5.1      Opinion of Smith, Gambrell & Russell                   2      9K 
 4: EX-23.1     Consent of Coopers & Lybrand                           1      6K 

S-8   —   Crown Group Inc
Document Table of Contents

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As filed with the Securities and Exchange Commission on October 22, 1997
                                                   Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
Registration Statement
 Under
The Securities Act of 1933

 CROWN GROUP, INC. (FORMERLY CROWN CASINO CORPORATION)
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                       
                     Texas                                                      63-0851141             
--------------------------------------------------------------  ---------------------------------------
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer 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) 815-3100

------------------------------------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

===================================================================================================================================
    Title of                                               Proposed                      Proposed                                  
   Securities                    Amount                    Maximum                       Maximum                      Amount of    
      to be                      to be                   Offering Price                  Aggregate                   Registration  
    Registered                 Registered                 Per Share (1)               Offering Price (1)                  Fee      
  -------------                ----------                --------------               ------------------             ------------  
                                                                                                                                   
Options and shares             1,000,000                    $3.34375                    $3,343,750                     $1,014      
of $.01 par value                Shares                                                                                            
and Common Stock                                                                                                                   
===================================================================================================================================

(1) Estimated solely for the purpose of calculating the registration fee        
pursuant to Rule 457(c) based upon the average of the high and low      
prices of Common Stock on the Nasdaq SmallCap Market on October 20,     
1997.                                                                   

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 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, 1997;                             

      (b)      the Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1997; and                    

         (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, pursuant to the Securities
Exchange Act of 1934, on December 23, 1986. 

Item 4.   Description of Securities.                                            

No response to this item is required.                       

Item 5.   Interests of Named Experts and Counsel.                               

No response to this item is required.                       

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                                   

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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.                                                        

Articles 2.02 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.                                  

No response to this item is required.                       

Item 8.   Exhibits.                                                             

      The following exhibits are filed with this Registration Statement.

                                                        [Enlarge/Download Table]


Exhibit                                                                              
Number        Description of Exhibit                                                 
------        ----------------------                                                 
                                                                                     

   4.1   -  Registrant's 1997 Stock Option Plan.                                     

   5.1   -  Opinion of Smith, Gambrell & Russell.                                    

  23.1   -  Consent of Coopers & Lybrand L.L.P.                                      

  23.2   -  Consent of Smith, Gambrell & Russell (contained in their opinion filed as
            Exhibit 5.1).                                                            

 *24.1   -  Power of Attorney of Tilman J. Falgout, III.                             

 *24.2   -  Power of Attorney of John David Simmons.                                 

 *24.3   -  Power of Attorney of David J. Douglas.                                   

 *24.4   -  Power of Attorney of Gerald L. Adams.                                    

 *24.5   -  Power of Attorney of Gerard M. Jacobs.                                   

 *24.6   -  Power of Attorney of Robert J. Kehl.                                     

      * Included in the signature page to this Registration Statement.

Item 9.       Undertakings.                                                     

(a)      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 to include
any material information with respect to the plan of                            

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distribution not previously disclosed in the Registration Statement or any      
material change to such information in the Registration Statement;              

            (2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the offering.                                                    

        (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 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 the time shall be deemed to be the initial bona fide offering thereof.       

  (h) 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.                            

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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 Irving, State of Texas, on this 1st day of October,   
1997.                                                                           

CROWN CASINO CORPORATION              

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

    KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Edward R. McMurphy and Mark D. 
Slusser, and each of them (with full power of each of them to act alone) as true
and lawful attorneys-in-fact and agents, with full power of substitution for him
and on his behalf, and in his name, place and stead, in any and all capacities  
to execute and sign any and all amendments or post-effective amendments to this 
Registration Statement, and to file the same, with all exhibits thereto, and    
other documents in connection therewith, with the Securities and Exchange       
Commission, granting unto said attorneys-in-fact and agents (with full power of 
each of them to act alone) full power and authority to do and perform each and  
every act and thing requisite or 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 said attorneys-in-fact and agents and any of  
them or their or his substitute or substitutes, may lawfully do or cause to be  
done by virtue hereof, and the Registrant hereby confers like authority on its  
behalf.                                                                         

  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the    
capacities and on the dates indicated.                                          

                                                                [Download Table]

      Signature                              Title                    Date   
      ---------                              -----                    ----   
                                                                             
 /s/ Edward R. McMurphy               President, Chief        October 1, 1997
---------------------------           Executive Officer                      
Edward R. McMurphy                    and Director                           

 /s/ Tilman J. Falgout, III           Director                October 1, 1997
---------------------------                                                  
Tilman J. Falgout, III                                                       

 /s/ John David Simmons               Director                October 1, 1997
---------------------------                                                  
John David Simmons                                                           

 /s/ David J. Douglas                 Director                October 1, 1997
---------------------------                                                  
David J. Douglas                                                             

 s/ Gerald L. Adams                   Director                October 1, 1997
---------------------------                                                  
Gerald L. Adams                                                              

 /s/ Gerard M. Jacobs                 Director                October 1, 1997
---------------------------                                                  
Gerard M. Jacobs                                                             

 /s/ Robert J. Kehl                   Director                October 1, 1997
---------------------------                                                  
Robert J. Kehl                                                               

*By:                                                                         
     ------------------------------------                                    
      Edward R. McMurphy, pursuant to                                        
      a power-of-attorney included in the                                    
      signature page to this Registration                                    
      Statement on Form S-8                                                  

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 EXHIBIT INDEX

                                                                [Download Table]

Exhibit                                                          
Number                        Description of Exhibit             
------                        ----------------------             
                                                                 
    4.1           -          Registrant's 1997 Stock Option Plan 

    5.1           -          Opinion of Smith, Gambrell & Russell

   23.1           -          Consent of Coopers & Lybrand LLP    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
		10/23/97
Filed on / Effective on:		10/22/97		1
		10/20/97		1
		10/1/97		5					DEF 14A,  PRE 14A
		7/31/97		2					10-Q,  NT 10-Q
		4/30/97		2					10-K,  NT 10-K
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