Texas
|
630851141
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification
|
|
of
incorporation or organization)
|
Numberr
|
802
Southeast Plaza Ave., Suite 200, Bentonville, AR
|
72712
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
2005
RESTRICTED STOCK PLAN
|
(Full
Title of the Plan)
|
Tilman
J. Falgout, III
Chief
Executive Officer
802
Southeast Plaza Ave.
Suite
200
Bentonville,
Arkansas 72712
(479)
464-9944
|
(Name,
address, telephone number, including
|
area
code, of agent for service)
|
Title
of Securities
to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering
Price Per
Share
(1)
|
Proposed
Maximum
Aggregate
Offering
Price
(1)
|
Amount
of
Registration
Fee
|
Common
Stock, Par
Value
$0.01 Per Share
|
100,000
Shares
|
$15.305
|
$1,530,500
|
$180.14
|
(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 reported prices
of
the common stock on the Nasdaq National Market on November 10,
2005.
|
1.
|
The
Company’s Annual Report on Form 10-K for the year ended April 30,
2005;
|
2.
|
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Exchange Act, since the end of the fiscal year covered by
the
Annual Report referred to in (1) above;
and
|
3.
|
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 Exchange Act on
December 23, 1986, as amended by a Current Report on Form 8-K dated
November 2, 2005, as filed with the Commission on November 2,
2005.
|
Exhibit
Number
|
Description
of Exhibit
(Commission
File No. 0-14939)
|
4.1
|
Articles
of Incorporation of the Company (formerly SKAI, Inc.).
|
4.2
|
Articles
of Merger of the Company and Skylink America Incorporated filed with
the
Secretary of State of the State of Alabama on September 29,
1989.
|
4.3
|
Articles
of Merger of the Company and Skylink America Incorporated filed with
the
Secretary of State of the State of Texas on October 10,
1989.
|
4.4
|
Articles
of Merger of the Company and Skylink Video Services, Inc. and Skylink,
Video Systems, Inc. filed with the Secretary of State of the State
of
Texas on April 1, 1991.
|
4.5
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
October 7, 1993.
|
4.6
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
October 5, 1994.
|
4.7
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
October 2, 1997.
|
4.8
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
March 20, 2002.
|
4.9
|
By-Laws
dated August 24, 1989.
|
5.1
|
Opinion
of Smith, Gambrell & Russell, LLP, as to the legality of the
securities being registered.
|
23.1
|
Consent
of Grant Thornton LLP.
|
23.2
|
Consent
of Smith, Gambrell & Russell, LLP (contained in their opinion filed as
Exhibit 5.1).
|
24.1
|
Powers
of Attorney (contained on the signature page to this Registration
Statement).
|
AMERICA’S
CAR-MART, INC.
|
|
By:
/s/
Tilman J. Falgout,
III
|
|
Tilman
J. Falgout, III
|
|
Chief
Executive Officer
|
|
(Principal
Executive Officer)
|
|
By:
/s/
Jeffrey A.
Williams
|
|
Jeffrey
A. Williams
Chief
Financial Officer
|
|
(Principal
Financial and Accounting Officer)
|
|
Signature
|
Title
|
Date
|
/s/
Tilman J. Falgout, III
Tilman
J. Falgout, III
|
Chairman
of the Board, Chief
Executive
Officer and Director
(principal
executive officer)
|
November
15, 2005
|
/s/
Jeffrey A. Williams
Jeffrey A. Williams |
Chief
Financial Officer
(principal
financial and accounting
officer)
|
November
15, 2005
|
/s/
William H. Henderson
William H. Henderson |
Director
|
November
15, 2005
|
/s/
J. David Simmons
J. David Simmons |
Director
|
November
15, 2005
|
/s/
Carl E. Baggett
Carl E. Baggett |
Director
|
November
15, 2005
|
/s/
William M. Sams
William M. Sams |
Director
|
November
15, 2005
|
Exhibit
|
|
Number
|
Description
of Exhibit
|
4.1
|
Articles
of Incorporation of the Company (formerly SKAI, Inc.).
|
4.2
|
Articles
of Merger of the Company and Skylink America Incorporated filed with
the
Secretary of State of the State of Alabama on September 29,
1989.
|
4.3
|
Articles
of Merger of the Company and Skylink America Incorporated filed with
the
Secretary of State of the State of Texas on October 10,
1989.
|
4.4
|
Articles
of Merger of the Company and Skylink Video Services, Inc. and Skylink,
Video Systems, Inc. filed with the Secretary of State of the State
of
Texas on April 1, 1991.
|
4.5
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
October 7, 1993.
|
4.6
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
October 5, 1994.
|
4.7
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
October 2, 1997.
|
4.8
|
Articles
of Amendment filed with the Secretary of State of the State of Texas
on
March 20, 2002.
|
4.9
|
By-Laws
dated August 24, 1989.
|
5.1
|
Opinion
of Smith, Gambrell & Russell, LLP as to the legality of the securities
being registered.
|
23.1
|
Consent
of Grant Thornton LLP.
|
23.2
|
Consent
of Smith, Gambrell & Russell, LLP (contained in their opinion filed as
Exhibit 5.1).
|
(a) |
To
purchase,
own, hold, control, use, manage, develop, improve, exchange,
mortgage,
service, lease, rent, sell, convey and otherwise acquire, dispose
of, and
deal generally with electronic equipment including satellite
cable
systems;
|
(b) |
To
contract for, provide, sell and otherwise deal in satellite and
master
antenna cable television services of all kinds as well as pay-per-view
and
free-to-guest cable distribution systems and services;
|
(c) |
To
purchase, own, hold, control, use, develop, improve, exchange,
mortgage,
lease, rent, sell, convey, or otherwise acquire and dispose of
and deal
generally in and with, real property, both improved and
unimproved,
and
any and all oil, gas and other minerals and mineral rights of
every kind and any easement or other interest therein, wherever
situate;
to erect, or cause to be erected, on any lands owned, held or
occupied by
the Corporation, houses, buildings, or other structures, with
their
appurtenances; to manage, operate, lease, rebuild, enlarge, alter
or
improve any buildings or other structures, now or hereafter erected
on
lands so owned, held or occupied; to encumber, sell or otherwise
|
(d) |
To
purchase or otherwise acquire, and to sell, let or grant letters
patent,
concessions, licenses, inventions, rights, and privileges, subject
to
royalty or otherwise, and whether exclusive, nonexclusive, or
limited, or
any part interest in such letters patent, concessions, licenses,
inventions, rights, and privileges, whether in the United States
or in any
other part of the world;
|
(e) |
To
acquire
by
purchase,
exchange,
lease or otherwise,
and
to own,
hold,
use, develop, improve, operate, sell, assign, lease, transfer,
convey,
exchange, mortgage, pledge, or otherwise dispose of or deal in
and with
all
kinds
of equipment, fixtures, appliances, machinery, vehicles,
structures,
buildings,
facilities,
intangibles,
choses
in
action
and other personal
property,
and all kinds of real property of every class or description
and
interests, rights and privileges therein wheresoever
situate;
|
(f) |
To
acquire and pay for in cash, stocks, bonds, debentures, or other
securities of the Corporation or otherwise, the good will, rights,
assets
and
property and to undertake or
assume
the whole or any part of
the
obligations or liabilities of any person, firm, association or
corporation;
|
(g) |
To
purchase or otherwise acquire, and to own, engage in, operate
and
maintain, any and all types and kinds of
lawful
businesses;
|
(h) |
To
acquire, by subscription, discount, purchase or otherwise, own,
hold,
underwrite, guarantee, negotiate, sell, assign, discount, exchange,
mortgage, pledge, dispose of, realize upon and deal in and with
securities
of all kinds, including, but not limited to, shares of stock, bonds,
debentures, scrip, warrants, rights, voting trust certificates,
coupons,
notes, accounts receivable, contracts, mortgages, commercial paper,
evidences of indebtedness, certificates of interest, participation
certificates, acceptances and interim receipts and certificates,
issued or
created by any
corporation,
association, joint stock company, partnership, firm,
individual, trustee, syndicate, government, governmental authority,
state,
municipal corporation, or any governmental division or subdivision;
to
possess and exercise any and all rights, powers and privileges
of
ownership of any of the stock or other property of the Corporation,
including the
|
(i) |
To
borrow or raise money for any of the purposes of the Corporation
and, from
time to time, without limit as to amount, to draw, make, accept,
endorse,
execute and issue
promissory
notes,
drafts, bills of exchange, warrants, bonds, debentures and other
types of
indebtedness and securities and to secure the payment of any thereof
and
of the interest thereon by mortgage upon, pledge, conveyance or
assignment
in trust of the whole or any part of the properties, assets, business
and
good will of the corporation, whether at the time owned or thereafter
acquired, and to
sell,
pledge or
otherwise
dispose of such bonds or other obligations of the Corporation for
its
corporate purposes;
|
(j) |
To
guarantee the payment of the dividends on any shares of any corporation,
joint stock company or association in which the Corporation has
or may at
any time have an interest; to endorse, or otherwise guarantee the
payment
of the principal of, or interest on, any bonds, mortgages, debentures,
or
other securities issued or created by any corporation, joint stock
company
or association, in which the Corporation has an interest, or whose
shares
or securities it owns; to become surety for, and to guarantee,
the
carrying out or the performance of any contract of every kind of
any
corporation, joint stock company or association in which the Corporation
has an interest or whose shares or securities it owns; and to do
any and
all lawful things designed to protect, preserve, improve or enhance
the
value of any such shares, bonds, mortgages, debentures, securities,
or
other evidences of indebtedness of any corporation, joint stock
company or
association in which the Corporation has an interest or whose shares
or
securities it may own;
|
(k) |
To
purchase, hold, cancel, reissue, sell, exchange, transfer, or otherwise
deal in its own securities from time to time, to such extent, in
such
manner and upon such terms as the Board of Directors of the Corporation
shall determine to the extent now or hereafter allowed by law,
and
provided further that the shares of its own capital stock belonging
to the
Corporation shall not be voted upon directly or indirectly;
|
(l) |
To
have one or more offices, to carry on all or any part of its operations
and business without restriction or limit as to amount; to purchase
or
otherwise acquire, hold, own, mortgage, sell, convey or otherwise
dispose
of, real and personal property of
every
class and
description
in any of the States or the District of Columbia of the United
States,
subject to the laws of such State or
District;
|
(m) |
To
enter into, make and perform contracts of every kind and description
with
any person, firm, association, corporation, municipality, county,
State,
body politic, or government;
|
(n) |
To
lend
its
funds
or credit from time to time to such
extent,
to
such
persons, firms, associations,
corporations,
governments, or subdivisions thereof, and
on
such
terms
and on such security, if any, or without
security,
as
the
Board of Directors of the Corporation
may
determine and as may be lawful;
|
(o) |
To
carry on any other lawful business whatsoever in connection with
any of
the foregoing, or which is calculated
directly
or indirectly to promote the
interest
of the Corporation or to enhance the value of its property; and
to execute
from time to time, general and special powers of attorney to persons,
firms, associations or corporations, and to revoke the same as
and when
the Board of Directors may determine; and
|
(p) |
In
general, to have and exercise all the powers conferred by the laws
of
Texas upon corporations formed under the laws of the State of Texas,
and
to do any or all of the things hereinabove set forth to the same
extent as
natural persons might or could do.
|
NAME
|
ADDRESS
|
Edward
R.
McMurphy
|
2415
W. Northwest Highway
Suite
103
Dallas,
Texas 75220
|
R.
Clark Sledge
|
2415
W. Northwest Highway
Suite
103
Dallas,
Texas 75220
|
John
David Simmons
|
100
Century Park South
Suite
204
Birmingham,
Alabama 35226
|
William
C. Brookshire, Jr.
|
950
E. Paces Ferry
Suite
2300
Atlanta,
Georgia 30326
|
Joel
B. Piassick
|
2400
First Atlanta Tower
Atlanta,
Georgia 30383
|
/s/
Helen T. Ferraro
|
|
Helen
T. Ferraro
|
STATE
OF
GEORGIA
|
|
)
|
|
|
|
|
)
|
|
ss:
|
COUNTY
OF FULTON
|
|
)
|
|
|
/s/ Robert
T. Molinet
Notary
Public
Notary
Public
,
DeKalb County, Georgia
My
C
ommission
Expires
Dec
27,
1991
|
ARTICLES
OF MERGER
OF
SKYLINK AMERICA INCORPORATED
AND
SKAI
INC.
|
SKYLINK
AMERICA INCORPORATED
By:
/s/
Edward R. McMurphy
Edward
R. McMurphy
President
and Chief
Executive
Officer
|
/s/
Edward R. McMurphy
Edward
R. McMurphy, President
|
/s/
Jane S.
Wagner
Notary
Public
[SEAL]
|
|
By:
/s/ Edward R. McMurphy
Edward
R. McMurphy
President
and Chief
Executive
Officer
|
/s/
Edward R. McMurphy
Edward
R. McMurphy, President
|
/s/Jane
S. Wagner
Notary
Public
[SEAL]
|
ATTEST:
|
SKYLINK
AMERICA INCORPORATED,
an
Alabama Corporation
|
/s/
R. Clark Sledge
|
|
R.
Clark Sledge
|
|
Secretary
|
By:
/s/
Edward R. McMurphy
|
Edward
R. McMurphy
|
|
President
and Chief
|
|
Executive
Officer
|
|
"Alabama
Company"
|
|
ATTEST:
|
SKAI
INC.,
a
Texas Corporation
|
/s/
R. Clark Sledge
|
|
R.
Clark Sledge
|
|
Secretary
|
By
:
/s/
Edward R. McMurphy
|
Edward
R. McMurphy
|
|
President
and Chief
|
|
Executive
Officer
|
|
"Texas
Company"
|
SKYLINK
AMERICA INCORPORATED
By
:
/s/ Edward R. McMurphy
Edward
R. McMurphy
President
and Chief
Executive
Officer
|
/s/
Edward R. McMurphy
|
|
Edward
R. McMurphy, President
|
/s/
Jane Wagner
|
|
Notary
Public
|
|
[SEAL]
|
SKAI
INC.
|
|
By:
/s/ Edward R. McMurphy
|
|
Edward
R. McMurphy
|
|
President
and Chief
|
|
Executive
Officer
|
/s/
Edward R. McMurphy
|
|
Edward
R. McMurphy, President
|
/s/
Jane S. Wagner
|
|
Notary
Public
|
|
[SEAL]
|
|
ATTEST
:
|
SKYLINK
AMERICA INCORPORATED,
an
Alabama Corporation
|
/s/
R. Clark Sledge
|
|
R.
Clark Sledge
|
|
Secretary
|
By:
/s/ Edward R. McMurphy
|
Edward
R. McMurphy
President
and Chief
Executive
Officer
|
|
"Alabama
Company"
|
|
Attest:
|
SKAI
INC.,
a
Texas Corporation
|
/s/
R. Clark Sledge
|
|
R.
Clark Sledge
|
|
Secretary
|
By:
/s/
Edward R. McMurphy
Edward
R. McMurphy
President
and Chief
Executive
Officer
|
"Texas
Company"
|
SKYLINK
AMERICA INCORPORATED
By:
/s/
Edward R.
McMurphy
Edward
R. McMurphy
President
|
Amendment
Set Forth in Article
|
Votes
In Favor
|
Votes
Opposed
|
II
|
5,054,222
|
16,311
|
III
|
5,023,458
|
47,851
|
IV
|
3,983,335
|
18,628
|
V
|
3,997,507
|
14,691
|
SKYLINK
AMERICA INCORPORATED
By:
/s/ Edward W. McMurphy
Edward
W. McMurphy
President
and Chief Executive Officer
|
Votes
in Favor
|
Votes
Opposed
|
5,438,833
|
8,171
|
Crown
Casino Corporation
By:
/s/ Edward R.McMurphy
Edward
R. McMurphy
President
and Chief Executive
Officer
|
Votes
in
Favor
|
Votes
Against
|
9,211,650
|
37,567
|
CROWN CASINO CORPORATION | ||
|
|
|
By: | /s/ Edward R. McMurphy | |
Edward R. McMurphy |
||
President and Chief Executive Officer |
Amendments
Set Forth In Articles
|
Votes
in Favor
|
Votes
Opposed
|
II
and III
|
6,283,381
|
7,492
|
CROWN
GROUP, INC.
By:
/s/ T. J. Falgout,
III
T.J.
Falgout, III, Executive Vice
President
and General Counsel
|
(1)
|
"Corporation"
includes any domestic or foreign predecessor entity of the corporation
in
a merger, consolidation or other transaction in which the liabilities
of
the predecessor are transferred to the corporation by operation
of law and
in any other transaction in which the corporation assumes the liabilities
of the predecessor.
|
(2)
|
"Director"
means an individual who is or was a director of the corporation
or an
individual who, while a director of the corporation, is or was
serving at
the corporation's request as a director, officer, partner, venturer,
proprietor, trustee,
|
(3)
|
"Expenses"
include court costs and attorneys'
fees.
|
(4)
|
"Official
capacity" means
|
(5)
|
"Proceeding"
means any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, arbitrative, or investigative,
any appeal in such an action, suit or proceeding, and any inquiry
or
investigation that could lead to such an action, suit or
proceeding.
|
(1)
|
In
connection with a proceeding by or in the right of the corporation
in
which the director was adjudged liable to the corporation;
or
|
(2)
|
In
connection with any other proceeding in which he was adjudged liable
on
the basis that personal benefit was improperly received by him,
whether or
not the benefit resulted from an action taken in the person's official
capacity.
|
(b)
|
The
determination required by subsection (a) hereof shall be made:
|
(1)
|
By
the Board by majority vote of a quorum consisting of directors
not at the
time parties to the proceeding;
|
(2)
|
If
a quorum cannot be obtained under paragraph (1) of this subscrtion
(b), by
majority vote of a committee duly designated by the Board, consisting
solely of two or more directors not at the time parties to the
proceeding;
|
(3)
|
By
special legal counsel:
|
(4)
|
By
the shareholders, but shares owned by or voted under the control
of
directors who are at the time parties to the proceeding may not
be voted
on the determination.
|
(1) |
The
director furnishes the corporation a written affirmation of his
good faith
belief that he has met the standard set forth in subsection (a)
of Section
3 of this Article XI; and
|
(2) |
The
director furnishes the corporation a written undertaking, executed
personally or on his behalf, to repay any advances if it is ultimately
determined that he is not entitled to indemnification under this
Article.
|
RE: |
America’s
Car-Mart, Inc.
Registration
Statement on Form S-8
100,000
Shares of Common Stock
2005
Restricted Stock Plan
|
Sincerely,
SMITH,
GAMBRELL & RUSSELL, LLP
/s/
Terry F. Schwartz
Terry
F. Schwartz
|