-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FqBRtpryVcrewsorksZizBUWr3ON7UmMXxnIYjpCN5OREUnQGjFMIn3CrwrOwAGk ALP1dqNCPajmdG/HacPP/A== 0000950144-99-004282.txt : 19990412 0000950144-99-004282.hdr.sgml : 19990412 ACCESSION NUMBER: 0000950144-99-004282 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990409 EFFECTIVENESS DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN GROUP INC /TX/ CENTRAL INDEX KEY: 0000799850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 630851141 STATE OF INCORPORATION: TX FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-59527 FILM NUMBER: 99590867 BUSINESS ADDRESS: STREET 1: 4040 N. MACARTHUR BLVD. STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75038 BUSINESS PHONE: 9727173423 MAIL ADDRESS: STREET 1: 4040 N. MACARTHUR BLVD. STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75038 FORMER COMPANY: FORMER CONFORMED NAME: CROWN CASINO CORP DATE OF NAME CHANGE: 19931104 FORMER COMPANY: FORMER CONFORMED NAME: SKYLINK AMERICA INC DATE OF NAME CHANGE: 19920703 S-8 POS 1 CROWN GROUP, INC. 1 As filed with the Securities and Exchange Commission on April 9, 1999 Registration No. 33-59527 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 (I.R.S. Employer Identification Number) of incorporation or organization) 4040 North MacArthur Boulevard Suite 100 Irving, Texas 75038-6424 --------------------------------------- (Address of principal executive offices) 1986 INCENTIVE 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. 33-59527, relating to the Crown Group, Inc. ("Company") 1986 Incentive 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 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 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.
EX-23.1 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Post Effective Amendment No. 1 to the registration statement of Crown Group, Inc. ("the Company") on Form S-8 (File No. 33-59527) of our report dated August 1, 1998, on our audits of the consolidated financial statements and financial statement schedule of the Company as of April 30, 1998 and 1997 and for the years ended April 30, 1998, 1997, and 1996, which report is included in the Company's Annual Report on Form 10-K. PricewaterhouseCoopers LLP Dallas, Texas April 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----