CRMT Americas Car Mart Inc

 

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	63-0851141
(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

 

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 ☐
	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.

 

 

Item 8.

Exhibits.

 

Exhibit No.		Exhibit Description
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)).
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).
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).
5.1		Opinion of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.
23.1		Consent of Grant Thornton LLP.
23.2		Consent of Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C. (included in Exhibit 5.1).
24.1		Power of Attorney (contained on signature page hereto).
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).
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).
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).
99.4		Amendment to Amended and Restated Stock Option Plan.
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.

 

	AMERICA’S CAR-MART, INC.
	By:	/s/ Vickie D. Judy
		Vickie D. Judy
		Chief Financial Officer

 

 

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		Title	Date
/s/ Jeffrey A. Williams		President, Chief Executive Officer and	September 29, 2023
Jeffrey A. Williams		Director (principal executive officer)
/s/ Vickie A. Judy		Chief Financial Officer	September 29, 2023
Vickie A. Judy		(principal financial and accounting officer)
/s/ Joshua G. Welch		Chairman of the Board	September 29, 2023
Joshua G. Welch
/s/ Ann G. Bordelon		Director	September 29, 2023
Ann G. Bordelon
/s/ Julia K. Davis		Director	September 29, 2023
Julia K. Davis
/s/ Daniel J. Englander		Director	September 29, 2023
Daniel J. Englander
/s/ William H. Henderson		Director	September 29, 2023
William H. Henderson
/s/ Dawn C. Morris		Director	September 29, 2023
Dawn C. Morris

 

 

 

 

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.

 

	Very truly yours,
	/s/ Mitchell, Williams, Selig,
	Gates & Woodyard, P.L.L.C.
	mitchell, williams, selig,
	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 30^th day of August, 2022.

 

 

	America’s Car-Mart, Inc.
	By: /s/ Vickie D. Judy
	Vickie D. Judy
	Chief Financial Officer
	(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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