AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 2001
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEW CENTURY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 6162 | 33-0683629 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
18400 Von Karman Avenue, Suite 1000
Irvine, California 92612
(949) 440-7030
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Stergios Theologides
Senior Vice President, General Counsel and Secretary
New Century Financial Corporation
18400 Von Karman Avenue, Suite 1000
Irvine, California 92612
(949) 440-7030
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies To:
| David A. Krinsky | Allen Z. Sussman | |
| Karen K. Dreyfus | Albert Y. Park | |
| O'Melveny & Myers LLP | Ilyse T. Winnick | |
| 610 Newport Center Drive, Suite 1700 | Morrison & Foerster LLP | |
| Newport Beach, California 92660 | 555 West Fifth Street, Suite 3500 | |
| (949) 760-9600 | Los Angeles, California 90013 | |
| (213) 892-5200 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: / /
If the registrant elects to deliver its latest Form 10-K, as amended, to security holders or a complete and legible facsimile thereof, pursuant to Item 11(a)(1) of this Form, check the following box: / /
If this Form is filed to register additional securities of an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering: /x/. File No. 333-66108
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: / /
Calculation of Registration Fee
| Title of Each Class of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Aggregate Offering Price Per Shares | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
| Common Stock ($0.01 par value) | 575,000 shares | $11.00 | $6,325,000 | $1,582.00 | ||||
NEW CENTURY FINANCIAL CORPORATION
New Century Financial Corporation hereby incorporates by reference into this Registration Statement on Form S-2 in its entirety the Registration Statement on Form S-2 (File No. 333-66108), filed with the Securities and Exchange Commission (the "Commission") on July 25, 2001 and declared effective by the Commission on October 9, 2001, including Amendment No. 1 to Registration Statement, filed with the Commission on August 27, 2001, Amendment No. 2 to Registration Statement, filed with the Commission on October 8, 2001, and each of the documents filed by the Company with the Commission as exhibits thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, County of Orange, State of California, on October 10, 2001.
| NEW CENTURY FINANCIAL CORPORATION | |||
By: |
/s/ BRAD A. MORRICE Brad A. Morrice Vice Chairman, President and Chief Operating Officer |
||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| * Robert K. Cole |
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer) |
October 10, 2001 | ||
/s/ BRAD A. MORRICE Brad A. Morrice |
Vice Chairman, President, Chief Operating Officer and Director |
October 10, 2001 |
||
* Edward F. Gotschall |
Vice Chairman, Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
October 10, 2001 |
||
* Fredric J. Forster |
Director |
October 10, 2001 |
||
* Michael M. Sachs |
Director |
October 10, 2001 |
||
* Terrence P. Sandvik |
Director |
October 10, 2001 |
* Richard A. Zona |
Director |
October 10, 2001 |
*By: |
/s/ BRAD A. MORRICE Brad A. Morrice Attorney-in-fact |
| Exhibit Number |
Description of Document |
|
|---|---|---|
| 5.1 | Opinion of O'Melveny & Myers LLP | |
| 23.1 | Consent of KPMG LLP | |
| 23.2 | Consent of O'Melveny & Myers LLP. Reference is made to Exhibit 5.1 |
October 10, 2001
New
Century Financial Corporation
18400 Von Karman Avenue
Suite 1000
Irvine, California 92612
| Re: | Registration Statement on Form S-2 |
At your request, we have examined the Registration Statement on Form S-2 filed by you on the date hereof with the Securities and Exchange Commission in connection with the registration, pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Abbreviated Registration Statement") of 500,000 additional shares of Common Stock, $0.01 par value per share (the "Additional Company Shares"), of New Century Financial Corporation, a Delaware corporation (the "Company"), and an additional 75,000 shares of Common Stock, $0.01 par value per share, of the Company that may be sold by the Company pursuant to an over-allotment option granted to the underwriters (the "Additional Over-Allotment Shares" and, together with the Additional Company Shares, the "Additional Shares").
We have examined originals or copies of those corporate and other records and documents we considered appropriate. As to relevant factual matters, we have relied upon, among other things, the Company's factual representations in certificates provided to us. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. We are familiar with the proceedings heretofore taken, and with the additional proceedings proposed to be taken, by the Company in connection with the authorization and the issuance of the Additional Shares.
On the basis of such examination, our reliance upon the assumptions in this opinion and subject to said proceedings being duly taken and completed by the Company as contemplated by the Abbreviated Registration Statement prior to the issuance of the Additional Shares, it is our opinion that the Additional Shares will be duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Additional Shares in the manner contemplated by the Abbreviated Registration Statement and the countersigning of the certificate or certificates representing the Additional Shares by a duly authorized signatory of the registrar for the Company's Common Stock or the book-entry of the Additional Shares in the name of The Depository Trust Company or its nominee, the Additional Shares will be validly issued, fully paid and nonassessable shares of Common Stock of the Company.
The law covered by this opinion is limited to the present General Corporation Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
This opinion is furnished by us as counsel for the Company and may be relied upon by the Company only in connection with the transactions contemplated by the Abbreviated Registration Statement. It may not be used or relied upon by the Company for any other purpose or by any other person. This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.
We consent to the use of this opinion as an exhibit to the Abbreviated Registration Statement and further consent to the use of our name under the heading "Legal Matters" in the Prospectus which is incorporated by reference as a part of the Abbreviated Registration Statement from the Company's Registration Statement (File No. 333-66108) previously filed with the Commission.
| Respectfully submitted, | ||||
/s/ O'MELVENY & MYERS LLP |
||||
| O'MELVENY & MYERS LLP | ||||
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this 462(b) Registration Statement of New Century Financial Corporation on Form S-2 of our report dated February 1, 2001, except as to note 22 to the consolidated financial statements, which is as of March 29, 2001, relating to the consolidated balance sheets of New Century Financial Corporation and subsidiaries as of December 31, 2000 and 1999 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, 2000, which report appears in the Registration Statement on Form S-2 (No. 333-66108) filed by New Century Financial Corporation, and to the reference to our firm under the headings "Selected Consolidated Financial Data" and "Experts" in the Form S-2 incorporated herein by reference.
Orange
County, California
October 10, 2001