-----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, DeHMlduwh7UXRdAQloVOuA9l86IqO7ZH6NUi5TIYHghpGfIXh4RO1NH38jpsQmWA ye2pZxJyr8BsRpHY+vG0tA== 0000902595-02-000055.txt : 20020522 0000902595-02-000055.hdr.sgml : 20020522 20020522151719 ACCESSION NUMBER: 0000902595-02-000055 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020522 EFFECTIVENESS DATE: 20020522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW CENTURY FINANCIAL CORP CENTRAL INDEX KEY: 0001036075 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 330683629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-88816 FILM NUMBER: 02659827 BUSINESS ADDRESS: STREET 1: 18400 VON KARMAN STREET 2: SUITE 1000 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 7148637243 MAIL ADDRESS: STREET 1: 18400 VON KARMAN STREET 2: SUITE 1000 CITY: IRWINE STATE: CA ZIP: 92612 S-8 1 forms8_561105.txt SEC FORM S-8 As filed with the Securities and Exchange Commission on May 22, 2002 Registration No. ________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- NEW CENTURY FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) ------------------- Delaware 33-0683629 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18400 Von Karman Avenue, Suite 1000 Irvine, California 92612 (Address of principal executive offices) ------------------- NEW CENTURY FINANCIAL CORPORATION 1995 STOCK OPTION PLAN (Full title of the plan) ------------------- Brad A. Morrice Vice Chairman, President and Chief Operating Officer New Century Financial Corporation 18400 Von Karman Avenue, Suite 1000 Irvine, California 92612 (Name and address of agent for service) ------------------- Telephone number, including area code, of agent for service: (949) 440-7030 ------------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered per unit price fee registered - ------------------------------------------------------------------------------- Common Stock, 2,000,000(1) $25.87(2) $51,740,000(2) $4,761(2) par value $0.01 shares per share - ------------------------------------------------------------------------------- (1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an additional indeterminate number of shares, options and rights which by reason of certain events specified in the New Century Financial Corporation 1995 Stock Option Plan, as amended (the "Plan"), may become subject to the Plan. (2) Pursuant to Rule 457(h), the maximum offering price, per share and in the aggregate, and the registration fee were calculated based upon the average of the high and low prices of the Common Stock on May 16, 2002, as reported on the Nasdaq National Market System. The Exhibit Index for this Registration Statement is at page 6. =============================================================================== PART I ------ INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The documents containing the information specified in Part I of Form S-8 (plan information and registrant information) will be sent or given to employees as specified by Securities Act Rule 428(b)(1). Such documents need not be filed with the Securities and Exchange Commission (the "Commission") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Securities Act Rule 424. These documents, which include the statement of availability required by Item 2 of Form S-8, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE - ------- ----------------------------------------------- The following documents of New Century Financial Corporation (the "Company") filed with the Commission are incorporated herein by reference: (a) The Registration Statement on Form S-8 of the Company relating to the Plan filed with the Commission on August 1, 1997 (registration number 333-32709). (b) The Registration Statement on Form S-8 of the Company relating to the Plan filed with the Commission on May 27, 1998 (registration number 333-53665). (c) The Registration Statement on Form S-8 of the Company relating to the Plan filed with the Commission on July 30, 1999 (registration number 333-84049). (d) The Registration Statement on Form S-8 of the Company relating to the Plan filed with the Commission on March 2, 2001 (registration number 333-56514). ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL - ------- -------------------------------------- The validity of the original issuance of the Common Stock registered hereby is passed on for the Company by Stergios Theologides, Esq. Mr. Theologides is the Senior Vice President, General Counsel and Secretary of the Company, is compensated by the Company as an employee, is the holder of options to acquire shares of Common Stock, and is eligible to participate in the Plan. ITEM 8. EXHIBITS - ------- -------- See the attached Exhibit Index at page 6. SIGNATURES ---------- Pursuant to the requirements of the Securities Act, 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 Irvine, State of California, on the 22 day of May, 2002. By: /S/ BRAD A. MORRICE --------------------- Brad A. Morrice Vice Chairman, President and Chief Operating Officer POWER OF ATTORNEY ----------------- Each person whose signature appears below constitutes and appoints Robert K. Cole and Brad A. Morrice, or either of them individually, his true and lawful attorney-in-fact and agent, with full powers 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 Commission, granting unto said attorneys-in-fact and agents, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /S/ ROBERT K. COLE Chairman of the Board and May 22, 2002 - ---------------------- Chief Executive Officer Robert K. Cole (Principal Executive Officer) /S/ BRAD A. MORRICE Vice Chairman, President May 22, 2002 - ---------------------- and Chief Operating Brad A. Morrice Officer and Director /S/ EDWARD F. GOTSCHALL Vice Chairman, Chief May 22, 2002 - ---------------------- Financial Officer and Edward F. Gotschall Director (Principal Financial and Accounting Officer) SIGNATURE TITLE DATE --------- ----- ---- /S/ FREDRIC J. FORSTER Director May 22, 2002 - ---------------------- Fredric J. Forster /S/ MICAHEL M. SACHS Director May 22, 2002 - ---------------------- Michael M. Sachs /S/ TERRENCE P. SANDVIK Director May 22, 2002 - ---------------------- Terrence P. Sandvik /S/ RICHARD A. ZONA Director May 22, 2002 - ---------------------- Richard A. Zona EXHIBIT INDEX ------------- Exhibit Number Description of Exhibit - ------ ---------------------- 4. New Century Financial Corporation 1995 Stock Option Plan (Amended and Restated May 30, 1997) (Composite Plan document reflecting Amendments to the Plan approved by shareholders May 18, 1998, May 17, 1999, May 15, 2000, May 15, 2001, and Amendments approved by the Board of Directors on November 29, 2000 and March 26, 2002).* 5. Opinion of Counsel (opinion re legality). 23.1 Consent of KPMG LLP (Consent of Independent Auditors). 23.2 Consent of Counsel (included in Exhibit 5). 24. Power of Attorney (included in this Registration Statement under "Signatures"). * Filed as Exhibit A to the Company's Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, filed with the Commission on April 4, 2002 (SEC File No. 000-22633) and incorporated herein by this reference. EX-5 3 exh5_561105.txt EXHIBIT 5 EXHIBIT 5 [NEW CENTURY LETTERHEAD] May 21, 2002 New Century Financial Corporation 18400 Von Karman, Suite 1000 Irvine, California 92616 Re: Registration on Form S-8 of New Century Financial Corporation (the "Company") Gentlemen: At your request, I have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of an additional 2,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"), to be issued pursuant to the New Century Financial Corporation 1995 Stock Option Plan, as amended (the "Plan"). I have examined the proceedings heretofore taken and to be taken in connection with the authorization of the Plan and the Common Stock to be issued pursuant to and in accordance with the Plan. Based upon such examination and upon such matters of fact and law as I have deemed relevant, I am of the opinion that the Common Stock has been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with such authorization, the provisions of the Plan and relevant agreements duly authorized by and in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. I consent to the use of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /S/ STERGIOS THEOLOGIDES Stergios Theologides Senior Vice President, General Counsel and Secretary EX-23 4 exh23_561105.txt EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors New Century Financial Corporation: We consent to incorporation by reference in the registration statements on Form S-8 of New Century Financial Corporation of our report dated January 31, 2002, relating to the consolidated balance sheets of New Century Financial Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2001, which report appears in the December 31, 2001, annual report on Form 10-K of New Century Financial Corporation. /S/ KPMG LLP Los Angeles, California May 21, 2002 -----END PRIVACY-ENHANCED MESSAGE-----