-----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, BKYaNA/p/vlW+ZRVFK/Ou+syu40vwGP0oHkiHptYiEgKWa/abFc7wzFsipscI/wn GfHim9X9gZiwvOLpyPaJLg== 0000925178-01-500008.txt : 20010410 0000925178-01-500008.hdr.sgml : 20010410 ACCESSION NUMBER: 0000925178-01-500008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010403 EFFECTIVENESS DATE: 20010403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOVIE GALLERY INC CENTRAL INDEX KEY: 0000925178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 631120122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0103 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-58192 FILM NUMBER: 1593008 BUSINESS ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 BUSINESS PHONE: 3346772108 MAIL ADDRESS: STREET 1: 900 WEST MAIN STREET CITY: DOTHAN STATE: AL ZIP: 36301 S-8 1 forms-8.txt SHARE REGISTRATION As filed with the Securities and Exchange Commission on April 3, 2001 Reg. No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- MOVIE GALLERY, INC. (Exact name of registrant as specified in its charter) Delaware 63-1120122 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 900 W. Main Street 36301 Dothan, Alabama (Zip Code) (Address of principal executive offices) -------------- 1994 Stock Plan, As Amended (Full title of the plan) -------------- Joe Thomas Malugen Movie Gallery, Inc. 900 W. Main Street Dothan, Alabama 36301 (Name and address of agent for service) (334) 677-2108 (Telephone number, including area code, of agent for service) Copy to: Lawrence P. Schnapp, Esq. Troy & Gould Professional Corporation 1801 Century Park East, Suite 1600 Los Angeles, California 90067 (310) 553-4441
CALCULATION OF REGISTRATION FEE - ----------------------------- -------------- ------------------ ------------------- ---------------- Proposed Maximum Proposed Maximum Title of Securities To Be Amount To Be Offering Price Per Aggregate Offering Amount of Registered Registered(1) Share(3) Price(3) Registration Fee - ----------------------------- -------------- ------------------ ------------------- ---------------- Common Stock $.001 par value 400,000(2) $7.35 $2,940,000 $735 - ----------------------------- -------------- ------------------ ------------------- ---------------- (1) In accordance with Rule 416 of the General Rules and Regulations under the Securities Act of 1933 (the "General Rules"), there also are being registered such indeterminate number of additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions of the plans. (2) Represents shares of Common Stock which have become available for issuance under the Registrant's 1994 Stock Plan, as amended as a result of an amendment approved by the stockholders at the Registrant's Annual Meeting held on June 13, 2000 increasing the number of shares authorized for issuance thereunder by an aggregate of 400,000 shares. Options with respect to 132,162 of such shares have been granted to date. (3) Estimated pursuant to Rule 457 of the General Rules, solely for the purpose of computing the registration fee, based on the last reported sales price of the Common Stock as reported on the NASDAQ National Market on March 30, 2001.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS This Registration Statement is being filed pursuant to General Instruction E to Form 8. The contents of Registration Statements Nos. 33-82968, 33-98896, 333-04633 and 333-82183 pertaining to Movie Gallery, Inc.'s (the "Registrant") 1994 Stock Plan, as amended, are incorporated herein by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Registrant hereby files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") to register 400,000 shares (the "Shares") of the Registrant's Common Stock for issuance pursuant to the Registrant's 1994 Stock Plan (the "Plan"), and such indeterminate number of shares as may become available under the Plan as a result of the adjustment provisions thereof, pursuant to General Instruction E to Form S-8. The Shares are in addition to 2,600,000 shares of the Registrant's Common Stock registered on Registration Statements on Form S-8 filed with and declared effective by the Securities and Exchange Commission. The Plan covers an aggregate of 3,000,000 shares of Registrant's Common Stock. 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 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 Dothan, State of Alabama, on April 3, 2001. MOVIE GALLERY, INC. By: _______________________________________ Joe T. Malugen, Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joe T. Malugen and J. Steven Roy, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his 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 other 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his 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 below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ JOE T. MALUGEN Chairman of the Board and Chief April 3, 2001 - ----------------------- Executive Officer Joe T. Malugen /s/ WILLIAM B. SNOW Vice Chairman of the Board April 3, 2001 - ----------------------- William B. Snow /s/ H. HARRISON PARRISH Director and President April 3, 2001 - ----------------------- H. Harrison Parrish /s/ SANFORD C. SIGOLOFF Director April 3, 2001 - ----------------------- Sanford C. Sigoloff /s/ J. STEVEN ROY Executive Vice President and April 3, 2001 - ----------------------- Chief Financial Officer J. Steven Roy /s/ IVY M. JERNIGAN Vice President - Controller April 3, 2001 - ----------------------- Ivy M. Jernigan EXHIBIT INDEX Exhibit Number 5 Opinion of Troy & Gould Professional Corporation regarding the legality of the securities registered hereunder. 23.1 Consent of Ernst & Young LLP, independent auditors. 23.2 Consent of Troy & Gould Professional Corporation (contained in Exhibit 5). 24 Power of Attorney (contained in Part II) EX-5 2 exhibit5.txt LEGAL OPINION EXHIBIT 5 Opinion of Troy & Gould April 2, 2001 MOV1.2 Movie Gallery, Inc. 900 W. Main Street Dothan, Alabama 36301 Re: Registration Statement on Form S-8 Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") of Movie Gallery, Inc. (the "Company"), and the exhibits filed in connection therewith, which you are filing with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to 400,000 shares of the Company's Common Stock, par value $0.001 per share ("Common Stock") issuable under the Company's 1994 Stock Plan, as amended (the "Plan"). For purposes of this opinion, we have examined such matters of law and originals, or copies certified or otherwise identified to our satisfaction, of the Plan and of such documents, corporate records and other instruments relating to the adoption and implementation of the Plan as we have deemed necessary. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of originals of all such latter documents. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have relied upon certificates of public officials and certificates of officers of the Company for the accuracy of material factual matters contained therein which were not independently established. Based on the foregoing examination, we are of the opinion that the shares of Common Stock issuable upon exercise of stock options granted pursuant to the Plan are duly authorized and, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. By giving you this opinion, we do not admit that we are experts with respect to any part of the Registration Statement or Prospectus within the meaning of the term "expert" as used in Section 11 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, nor do we admit that we are in the category of persons whose consent is required under Section 7 of said Act. Very truly yours, /s/Troy & Gould Professional Corporation TROY & GOULD Professional Corporation EX-23 3 exhibit23-1.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Movie Gallery, Inc. 1994 Stock Plan, of our report dated February 16, 2001 (except for Note 8, as to which the date is March 30, 2001) with respect to the consolidated financial statements of Movie Gallery, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Birmingham, Alabama March 30, 2001 -----END PRIVACY-ENHANCED MESSAGE-----