-----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, JGasC8vjmlftBogaawpk8YTSON7aKzXx2IWspLslKm5mCUdRjQlGz4H6FHjNPmug VrluRDGctmm4mbjff4FgUQ== 0000944209-98-001853.txt : 19981111 0000944209-98-001853.hdr.sgml : 19981111 ACCESSION NUMBER: 0000944209-98-001853 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981110 EFFECTIVENESS DATE: 19981110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED PANAM FINANCIAL CORP CENTRAL INDEX KEY: 0001049231 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 953211687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67049 FILM NUMBER: 98742999 BUSINESS ADDRESS: STREET 1: 1300 SOUTH EL CAMINO REAL CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6503451800 MAIL ADDRESS: STREET 1: 1300 SOUTH EL CAMINO REAL CITY: SAN MATEO STATE: CA ZIP: 94402 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on November 10, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- UNITED PANAM FINANCIAL CORP. (Exact name of registrant as specified in its charter) California 95-3211687 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1300 South El Camino Real 94402 San Mateo, California (Zip code) (Address of principal executive offices) ------------------- 1997 EMPLOYEE STOCK INCENTIVE PLAN (Full title of the plan) ------------------- LAWRENCE J. GRILL President and Chief Executive Officer United PanAm Financial Corp. 1300 South El Camino Real San Mateo, California 94402 (Name and address of agent for service) (650) 345-1800 (Telephone number, including area code, of agent for service) Copy to: PAUL H. IRVING, ESQ. Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard Los Angeles, California 90064 (310) 312-4000
CALCULATION OF REGISTRATION FEE =================================================================================== Proposed Proposed Amount maximum maximum Amount of Title of securities to be offering price aggregate registration to be registered registered (1) per share (2) offering price fee - ----------------------------------------------------------------------------------- Common Stock 2,287,500 $4.9375 $11,294,531.25 $3,140 ===================================================================================
(1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, such indeterminate number of shares of Common Stock as may be issued upon exercise of options granted under the 1997 Employee Stock Incentive Plan as a result of the adjustment provisions thereof. (2) Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457 based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq National Market on November 4, 1998. ================================================================================ PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The following documents listed under this Part I and the documents incorporated by reference under Item 3 of Part II to this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"), and are incorporated herein by reference. Item 1. Plan Information. ---------------- a. Prospectus for the 1997 Employee Stock Incentive Plan b. 1997 Employee Stock Incentive Plan Item 2. Registrant Information and Employee Plan Annual Information. ----------------------------------------------------------- The written statement required to be provided to participants pursuant to this Item 2 is set forth in the Prospectus referred to in Item 1 above. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT United PanAm Financial Corp. (the "Registrant") hereby files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the "Commission") to register 2,287,500 shares (the "Shares") of the Registrant's Common Stock for issuance pursuant to the Registrant's 1997 Employee Stock Incentive Plan (the "Plan"), and such indeterminate number of shares as may become available under the Plan as a result of the adjustment provisions thereof. Item 3. Incorporation of Documents by Reference. --------------------------------------- The following documents previously filed by the Registrant with the Commission are incorporated in this Registration Statement by reference: (a) The Registrant's Prospectus dated April 23, 1998, filed with the Commission pursuant to Rule 424(b), which contains audited financial statements for the fiscal year ended December 31, 1997; (b) All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year ended December 31, 1997; and (c) The description of the Common Stock of the Registrant contained in the Registrant's Registration Statement on Form 8-A, as declared effective by the Commission on April 23, 1998, including any amendment or report filed for the purpose of updating such information. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. ------------------------- Not applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Section 204 of the General Corporation Law of the State of California (the "California Law") permits the limitation of the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of a director's duties to the corporation and its shareholders under certain conditions and subject to certain limitations. II-1 Section 317 of the California Law (i) permits indemnification of directors, officers, employees and other agents of the corporation under certain conditions and subject to certain limitations and (ii) provides that the corporation has the power to purchase and maintain insurance on behalf of its directors, officers, employees and other agents against any liability asserted against or incurred by them in such capacity or arising out of their status as such. Article Seven of the Articles of Incorporation of the Registrant provides as follows: SEVEN: The liability of the directors of this corporation ----- for monetary damages shall be eliminated to the fullest extent permissible under California law. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Law) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Law, subject only to the applicable limits set forth in Section 204 of the California Law with respect to actions for breach of duty to the corporation and its shareholders. This corporation is authorized to purchase and maintain insurance on behalf of its agents against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such from a company, the shares of which are owned in whole or in part by this corporation, provided that any policy issued by such company is limited to the extent required by applicable law. Any repeal or modification of the foregoing provisions of this Article SEVEN by the shareholders of this corporation shall not adversely affect any right or protection of an agent of this corporation existing at the time of that repeal or modification. Section 3.16 of the Bylaws of the Registrant provides as follows: Section 3.16 Indemnification of Directors, Officers, Employees, and ------------------------------------------------------ Other Agents. - ------------ (a) The corporation shall, to the maximum extent and in the manner permitted by the California Corporations Code ("Code"), indemnify each of its directors against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 3.16, a "director" of the corporation includes any person (i) who is or was a director of the corporation, (ii) who is or was serving at the request of the corporation as a director of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. (b) The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its officers, employees and agents against expenses (as defined in Section 317(a) of the Code), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding (as defined in Section 317(a) of the Code), arising by reason of the fact that such person is or was an officer, employee or agent of the corporation. For purposes of this Section 3.16, an "officer," "employee" or "agent" of the corporation includes any person (i) who is or was an officer, employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an officer, employee or agent of the corporation II-2 which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. (c) Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 3.16(a) shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Section 3.16. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is permitted pursuant to Section 3.16(b) may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Section 3.1 6. (d) The indemnification provided by this Section 3.16 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation. (e) The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Section 3.16. (f) No indemnification or advance shall be made under this Section 3.16, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears: (1) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (2) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. The Registrant has entered into indemnification agreements with certain of its directors and executive officers which require the Registrant to indemnify such persons to the fullest extent permitted by applicable law. The Registrant maintains an insurance policy pursuant to which the directors and officers of the Registrant are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of their being or having been such directors and officers. II-3 Item 7. Exemption from Registration Claimed. ----------------------------------- Not applicable. Item 8. Exhibits. -------- Exhibit Number Description ------ ----------- 3.1(1) Articles of Incorporation of the Registrant. 3.2(1) Bylaws of the Registrant. 5.1 Opinion of Manatt, Phelps & Phillips, LLP. 23.1 Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1). 23.2 Consent of Independent Auditors (KPMG Peat Marwick LLP). 24.1 Power of Attorney (See page II-6). 99.1(2) 1997 Employee Stock Incentive Plan. _________________________ (1) Filed as an exhibit to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941), and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 filed with the Commission on November 12, 1997 (File No. 333-39941), and incorporated herein by reference. Item 9. Undertakings. ------------ (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. (d) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or cause to be delivered to each person to whom the Prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information. II-5 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 San Mateo, State of California, on this 30th day of October, 1998. UNITED PANAM FINANCIAL CORP. By /s/ Lawrence J. Grill ---------------------------------------------------- Lawrence J. Grill, President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Lawrence J. Grill and Carol Bucci his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto each said attorney-in-fact and agent with 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 each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof. 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 --------- ----- ---- /s/ Guillermo Bron Chairman of the Board October 30, 1998 - --------------------------- Guillermo Bron /s/ Lawrence J. Grill President, Chief Executive Officer, Secretary October 30, 1998 - --------------------------- Lawrence J. Grill and Director (Principal Executive Officer) /s/ Carol Bucci Senior Vice President, Treasurer and Chief October 30, 1998 - --------------------------- Carol Bucci Financial Officer (Principal Financial and Accounting Officer) /s/ Stephen W. Haley Senior Vice President - Compliance and Risk October 30, 1998 - --------------------------- Stephen W. Haley Management /s/ John T. French Director October 30, 1998 - --------------------------- John T. French /s/ Edmund M. Kaufman Director October 30, 1998 - --------------------------- Edmund M. Kaufman /s/ Daniel L. Villanueva Director October 30, 1998 - --------------------------- Daniel L. Villanueva /s/ Luis Maizel Director October 30, 1998 - --------------------------- Luis Maizel
II-6 EXHIBIT INDEX Exhibit Number Description ------ ----------- 3.1(1) Articles of Incorporation of the Registrant. 3.2(1) Bylaws of the Registrant. 5.1 Opinion of Manatt, Phelps & Phillips, LLP 23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1). 23.2 Consent of Independent Auditors (KPMG Peat Marwick LLP). 24.1 Power of Attorney (See page II-6). 99.1(2) 1997 Employee Stock Incentive Plan. _________________________ (1) Filed as an exhibit to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941), and incorporated herein by reference. (2) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 filed with the Commission on November 12, 1997 (File No. 333-39941), and incorporated herein by reference. EX-5.1 2 OPINION OF MANATT, PHELPS & PHILLIPS, LLP Exhibit 5.1 ----------- [LETTERHEAD OF MANATT, PHELPS & PHILLIPS, LLP APPEARS HERE] November 10, 1998 United PanAm Financial Corp. 1300 South El Camino Real San Mateo, California 94402 RE: REGISTRATION STATEMENT ON FORM S-8 Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by United PanAm Financial Corp., a California corporation (the "Company"), 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 2,287,500 shares of the Company's common stock (the "Common Stock"), that may be issued in the aggregate upon the exercise of awards granted under the Company's 1997 Employee Stock Incentive Plan (the "Plan"). In rendering this opinion, we have examined only the following documents and records: 1. The Articles of Incorporation of the Company, as certified by the California Secretary of State as of November 4, 1998; 2. The Bylaws of the Company, as certified by the Secretary of the Company as of November 10, 1998; 3. The Plan; 4. The forms of Incentive Stock Option Agreement, Non-Qualified Stock Option Agreement and Restricted Stock Agreement (collectively the "Agreements") to be used in connection with the Plan; 5. Resolutions adopted by the Company's Board of Directors as of April 20, 1998 and October 30, 1998 and by the shareholders of the company as of April 20, 1998, pertaining to the adoption of the Plan, the Agreements and the Registration Statement; and 6. The Registration Statement. With respect to the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We also have obtained from the officers of the Company certificates as to such factual matters as we consider necessary for the purpose of this opinion and, insofar as this opinion is based on such matters of fact, we have relied on such certificates. We did not independently verify the matters set forth in such certificates. Based solely upon the foregoing and assuming, without further inquiry, that (i) all awards granted under the Plan to date have been, and all awards to be granted under the Plan will be, duly and validly granted in accordance with the terms of the Plan, (ii) the consideration for the shares of Common Stock to be issued pursuant to such awards will be received prior to the issuance thereof, (iii) the shares of Common Stock to be issued pursuant to such awards United PanAm Financial Corp. November 10, 1998 Page 2 will be issued in accordance with the terms of the Plan and the applicable Agreements, (iv) the Registration Statement will become effective under the Securities Act prior to the issuance of any shares of Common Stock under the Plan and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or be pending before the SEC, (v) prospectuses will be updated and delivered to participants in the Plan as required by the Securities Act and the rules and regulations promulgated by the SEC thereunder, and (vi) the grant of awards under the Plan and the issuance of shares of Common Stock pursuant to such awards will comply with the securities laws of each state or jurisdiction applicable thereto (other than the Securities Act), upon which assumptions the following opinion is expressly conditioned, it is the opinion of the undersigned that the 2,287,500, shares of Common Stock issuable by the Company upon the exercise of awards granted pursuant to the Plan will be, when issued and delivered against payment therefor in accordance with the Plan, the applicable Agreements and the Registration Statement, duly authorized, validly issued, fully paid and non-assessable. This opinion is limited to the General Corporation Law of the State of California and the Securities Act and the rules and regulations promulgated by the SEC thereunder, to present judicial interpretations thereof and to facts as they presently exist. In rendering this opinion, we have no obligation to revise or supplement it should the current laws of the State of California or the Securities Act or such rules and regulations be changed by legislative action, judicial decision or otherwise or if we become aware of any facts that change the opinion expressed herein after the date hereof. This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or related document, nor is it to be filed with or furnished to any government agency or other person, without the prior written consent of the undersigned in each instance. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Respectfully submitted, /s/ Manatt, Phelps & Phillips, LLP Manatt, Phelps & Phillips, LLP 2 EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS (KMPG PEAT MARWICK) Exhibit 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS ------------------------------- The Board of Directors United PanAm Financial Corp.: We consent to the use of our report dated March 6, 1998 with respect to the consolidated financial statements of United PanAm Financial Corp. incorporated herein by reference from the Prospectus of United PanAm Financial Corp. dated April 23, 1998. Our report refers to a change in the Company's method of accounting for transfers and servicing of financial assets in 1997 /s/ KPMG PEAT MARWICK LLP San Francisco, California November 4, 1998 -----END PRIVACY-ENHANCED MESSAGE-----