S-8 1 form_s8june27-03.htm FORM_S8JUNE27-03 form_s8june27-03

As filed with the Securities and Exchange Commission on June 27, 2003

Registration No. 333-59614

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COUNTRYWIDE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction
of incorporation or organization

13-2641992
(IRS Employer
Identification No.)

4500 Park Granada, Calabasas California
(Address of principal executive offices)

91302
(Zip Code)

Countrywide Financial Corporation
2000 Equity Incentive Plan
(Full title of the Plan)

Sandor E. Samuels, Chief Legal Officer
4500 Park Granada
Calabasas, CA 91302
(Name and address of agent for service)

(818) 225-3505
(Telephone Number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

============================ =================== ======================= ====================== ======================

 Title of Securities to be      Amount to be        Proposed Maximum       Proposed Maximum           Amount of
        Registered           Registered1           Offering Price Per     Aggregate Offering      Registration Fee
                                                         Share           Price2

---------------------------- ------------------- ----------------------- ---------------------- ----------------------

       Common Stock           6,250,000 shares          $68.485              $428,031,250              $34,628
 $.05 par value per share

============================ =================== ======================= ====================== ======================

__________

1 Includes an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to the 2000 Equity Incentive Plan described herein as the result of any future stock split, stock dividend or similar adjustment of the Registrant’s Common Stock.

2 Estimated solely for purposes of calculating the registration fee. Pursuant to Rule 457(h) of the Securities Act of 1933, the proposed maximum offering price per share is based on the average high and low prices of the Common Stock as reported by the New York Stock Exchange on June 26, 2003.

Explanatory Note

Pursuant to general instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement relates to the amendment of the 2000 Equity Incentive Plan to increase the number of shares of the Registrant’s common stock available for issuance upon the exercise of stock options under such stock option plan from 10,500,000 to 16,750,000 (an increase of 6,250,000 shares).

The contents of the Registrant’s Registration Statements on Form S-8 (File No. 333-47096 and 333-75990) filed with the Securities and Exchange Commission on October 2, 2000 and December 27, 2001, respectively, are incorporated by reference herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
Number               Description

4.1                  2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated by reference to
                     Exhibit 10.22.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                     February 28, 2001)

4.1.1                First Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended May 31, 2001)

4.1.2                Second Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.22.8 to the Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended August 31, 2001)

4.1.3                Third Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.22.9 to the Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended August 31, 2001)

4.1.4                Fourth Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.60 of the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended March 31, 2002)

4.1.5                Fifth Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.62 of the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended June 30, 2002)

4.1.6                Restated 2000 Equity Incentive Plan of Countrywide Credit Industries, Inc. (incorporated by
                     reference to Exhibit 10.66 to the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended September 30, 2002)

4.1.7                First Amendment to 2000 Equity Incentive Plan of Countrywide Financial Corporation
                     (incorporated by reference to Exhibit 10.67 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended December 31, 2002)

4.1.8                Second Amendment to 2000 Equity Incentive Plan of Countrywide Financial Corporation
                     (incorporated by reference to Exhibit 10.77 to the Registrant's Quarterly Report on Form 10-Q
                     for the quarter ended March 31, 2003)

4.1.9                Third Amendment to 2000 Equity Incentive Plan of Countrywide Financial Corporation

4.2                  Specimen Certificate of Countrywide Credit Industries` Common Stock (incorporated by reference
                     to Exhibit 4.2 to Countrywide Credit Industries' Current Report on Form 8-K dated February 6,
                     1987)

4.2.1                Specimen Certificate of Countrywide Financial Corporation's Common Stock

4.3                  Certificate of Amendment of Restated Certificate of Incorporation of Countrywide Credit
                     Industries (incorporated by reference to Exhibit 4.1 to Countrywide Credit Industries'
                     Quarterly Report on Form 10-Q for the quarter ended August 31, 1987)

4.3.1                Restated Certificate of Incorporation of Countrywide Credit Industries (incorporated by
                     reference to Exhibit 4.2 to Countrywide Credit Industries' Quarterly Report on Form 10-Q for
                     the quarter ended August 31, 1987)

4.3.2                Certificate of Amendment of Certificate of Incorporation of Countrywide Credit Industries as
                     reported under Item 4, Submission of Matters to a Vote of Security Holders, in Countrywide
                     Credit Industries' Quarterly Report on Form 10-Q dated May 31, 1992 (incorporated by reference
                     to Exhibit 3.2.1 to Countrywide Credit Industries' Registration Statement on Form S-3 dated
                     October 31, 2001)

4.3.3                Certificate of Change of Location of Registered Office and of Registered Agent of Countrywide
                     Credit Industries dated January 19, 1993 (incorporated by reference to Exhibit 3.2.2 to
                     Countrywide Credit Industries' Registration Statement on Form S-3 dated October 31, 2001)

4.3.4                Certificate of Ownership and Merger of CW Merger Corp., a Delaware corporation into the
                     Registrant, dated November 7, 2002 (incorporated by reference to Exhibit 3.10 to Countrywide
                     Financial Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.5                  Bylaws of Countrywide Credit Industries, Inc., as amended and restated (incorporated by
                     reference to Countrywide Credit Industries' Current Report on Form 8-K dated February 10, 1988)

4.5.1                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated January 28, 1998 (incorporated
                     by reference to Exhibit 3.3.1 to Countrywide Credit Industries' Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.2                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated February 3, 1998 (incorporated
                     by reference to Exhibit 3.3.1 to Countrywide Credit Industries' Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.3                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated March 24, 2000 (incorporated
                     by reference to Exhibit 3.3.3 to Countrywide Credit Industries' Annual Report on Form 10-K for
                     the fiscal year ended February 29, 2000)

4.5.4                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated September 28, 2000
                     (incorporated by reference to Exhibit 3.3.4 to Countrywide Credit Industries' Quarterly Report
                     on Form 10-Q for the quarter ended August 31, 2000)

4.6                  Rights Agreement, dated as of February 10, 1988, between Countrywide Credit Industries and Bank
                     of America NT&SA, as Rights Agent (incorporated by reference to Exhibit 4 to Countrywide
                     Credit Industries' Form 8-A filed on February 12, 1988)

4.7                  Amendment No. 1 to Rights Agreement, dated as of March 24, 1992, between Countrywide Credit
                     Industries and Bank of America NT&SA, as Rights Agent (incorporated by reference to Exhibit 1
                     to Countrywide Credit Industries' Form 8 filed on March 27, 1992)

4.8                  Amendment No. 2 to Rights Agreement, dated as of February 10, 1995, between the Registrant and
                     The Bank of New York, as Successor Rights Agent (incorporated by reference to Exhibit 4.1.2 to
                     Countrywide Credit Industries' Registration Statement on Form S-3 dated October 31, 2001)

4.9                  Amended and Restated Rights Agreement, dated as of November 27, 2001, between Countrywide
                     Credit Industries and The Bank of New York, as Rights Agent (incorporated by reference to
                     Exhibit 1 to Countrywide Credit Industries' Form 8-A/A filed on December 10, 2001)

5.1                  Opinion of Sandor E. Samuels, Chief Legal Officer of Countrywide Financial Corporation as to
                     the legality of securities being registered

23.1                 Consent of Grant Thornton LLP, Independent Certified Public Accountants

23.2                 Consent of Counsel (included in Opinion filed as Exhibit 5.1)

24.1                 Power of Attorney (included on signature pages filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Countrywide Financial Corporation 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 Calabasas, State of California, on the 27th day of June 2003.

    COUNTRYWIDE FINANCIAL CORPORATION

By:               /S/ ANGELO R. MOZILO
        Angelo R. Mozilo
        Chairman of the Board of Directors
        and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Angelo R. Mozilo, Stanford L. Kurland, Thomas K. McLaughlin, Laura Milleman and Sandor E. Samuels, and each of them, his true and lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and any registration statement related to the offering contemplated by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 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 fully to all intents and purposes as might or could be done in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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 by the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
/S/ ANGELO R. MOZILO Chairman of the Board of June 27, 2003
--------------------------------------------------
Angelo R. Mozilo Directors, Chief Executive Officer
and President (Principal Executive
Officer); Director

/S/ THOMAS K. MCLAUGHLIN Senior Managing Director and June 27, 2003
--------------------------------------------------
Thomas K. McLaughlin Chief Financial Officer (Principal
Financial Officer)

/S/ LAURA MILLEMAN Managing Director and Chief June 27, 2003
--------------------------------------------------
Laura Milleman Accounting Officer (Principal
Accounting Officer)

/S/ HENRY G. CISNEROS Director June 27, 2003
--------------------------------------------------
Henry G. Cisneros

/S/ JEFFREY M. CUNNINGHAM Director June 27, 2003
--------------------------------------------------
Jeffrey M. Cunningham

/S/ ROBERT J. DONATO Director June 27, 2003
--------------------------------------------------
Robert J. Donato

/S/ MICHAEL E. DOUGHERTY Director June 27, 2003
--------------------------------------------------
Michael E. Dougherty
/S/ BEN M. ENIS Director June 27, 2003
--------------------------------------------------
Ben M. Enis
/S/ EDWIN HELLER Director June 27, 2003
--------------------------------------------------
Edwin Heller

/S/ GWENDOLYN STEWART KING Director June 27, 2003
--------------------------------------------------
Gwendolyn Stewart King

/S/ STANFORD L KURLAND Executive Managing Director June 27, 2003
--------------------------------------------------
Stanford L. Kurland and Chief Operating Officer;
Director

/S/ OSCAR P. ROBERTSON Director June 27, 2003
--------------------------------------------------
Oscar P. Robertson

/S/ HARLEY W. SNYDER Director June 27, 2003
--------------------------------------------------
Harley W. Snyder

EXHIBIT INDEX

Exhibit
Number               Description
                     -----------
4.1                  2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated by reference to
                     Exhibit 10.22.6 to the Registrant's Annual Report on Form 10-K for the fiscal year ended
                     February 28, 2001)

4.1.1                First Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended May 31, 2001)

4.1.2                Second Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.22.8 to the Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended August 31, 2001)

4.1.3                Third Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.22.9 to the Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended August 31, 2001)

4.1.4                Fourth Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.60 of the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended March 31, 2002)

4.1.5                Fifth Amendment to 2000 Stock Option Plan of Countrywide Credit Industries, Inc. (incorporated
                     by reference to Exhibit 10.62 of the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended June 30, 2002)

4.1.6                Restated 2000 Equity Incentive Plan of Countrywide Credit Industries, Inc. (incorporated by
                     reference to Exhibit 10.66 to the Registrant's Quarterly Report on Form 10-Q for the quarter
                     ended September 30, 2002)

4.1.7                First Amendment to 2000 Equity Incentive Plan of Countrywide Financial Corporation
                     (incorporated by reference to Exhibit 10.67 to the Registrant's Annual Report on Form 10-K for
                     the fiscal year ended December 31, 2002)

4.1.8                Second Amendment to 2000 Equity Incentive Plan of Countrywide Financial Corporation
                     (incorporated by reference to Exhibit 10.77 to the Registrant's Quarterly Report on Form 10-Q
                     for the quarter ended March 31, 2003)

4.1.9*               Third Amendment to 2000 Equity Incentive Plan of Countrywide Financial Corporation

4.2                  Specimen Certificate of Countrywide Credit Industries` Common Stock (incorporated by reference
                     to Exhibit 4.2 to Countrywide Credit Industries' Current Report on Form 8-K dated February 6,
                     1987)

4.2.1*               Specimen Certificate of Countrywide Financial Corporation's Common Stock

4.3                  Certificate of Amendment of Restated Certificate of Incorporation of Countrywide Credit
                     Industries (incorporated by reference to Exhibit 4.1 to Countrywide Credit Industries'
                     Quarterly Report on Form 10-Q for the quarter ended August 31, 1987)

4.3.1                Restated Certificate of Incorporation of Countrywide Credit Industries (incorporated by
                     reference to Exhibit 4.2 to Countrywide Credit Industries' Quarterly Report on Form 10-Q for
                     the quarter ended August 31, 1987)

4.3.2                Certificate of Amendment of Certificate of Incorporation of Countrywide Credit Industries as
                     reported under Item 4, Submission of Matters to a Vote of Security Holders, in Countrywide
                     Credit Industries' Quarterly Report on Form 10-Q dated May 31, 1992 (incorporated by reference
                     to Exhibit 3.2.1 to Countrywide Credit Industries' Registration Statement on Form S-3 dated
                     October 31, 2001)

4.3.3                Certificate of Change of Location of Registered Office and of Registered Agent of Countrywide
                     Credit Industries dated January 19, 1993 (incorporated by reference to Exhibit 3.2.2 to
                     Countrywide Credit Industries' Registration Statement on Form S-3 dated October 31, 2001)

4.3.4                Certificate of Ownership and Merger of CW Merger Corp., a Delaware corporation into the
                     Registrant, dated November 7, 2002 (incorporated by reference to Exhibit 3.10 to Countrywide
                     Financial Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2002)

4.5                  Bylaws of Countrywide Credit Industries, Inc., as amended and restated (incorporated by
                     reference to Countrywide Credit Industries' Current Report on Form 8-K dated February 10, 1988)

4.5.1                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated January 28, 1998 (incorporated
                     by reference to Exhibit 3.3.1 to Countrywide Credit Industries' Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.2                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated February 3, 1998 (incorporated
                     by reference to Exhibit 3.3.1 to Countrywide Credit Industries' Annual Report on Form 10-K for
                     the fiscal year ended February 28, 1998)

4.5.3                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated March 24, 2000 (incorporated
                     by reference to Exhibit 3.3.3 to Countrywide Credit Industries' Annual Report on Form 10-K for
                     the fiscal year ended February 29, 2000)

4.5.4                Amendment to Bylaws of Countrywide Credit Industries, Inc. dated September 28, 2000
                     (incorporated by reference to Exhibit 3.3.4 to Countrywide Credit Industries' Quarterly Report
                     on Form 10-Q for the quarter ended August 31, 2000)

4.6                  Rights Agreement, dated as of February 10, 1988, between Countrywide Credit Industries and Bank
                     of America NT&SA, as Rights Agent (incorporated by reference to Exhibit 4 to Countrywide
                     Credit Industries' Form 8-A filed on February 12, 1988)

4.7                  Amendment No. 1 to Rights Agreement, dated as of March 24, 1992, between Countrywide Credit
                     Industries and Bank of America NT&SA, as Rights Agent (incorporated by reference to Exhibit 1
                     to Countrywide Credit Industries' Form 8 filed on March 27, 1992)

4.8                  Amendment No. 2 to Rights Agreement, dated as of February 10, 1995, between the Registrant and
                     The Bank of New York, as Successor Rights Agent (incorporated by reference to Exhibit 4.1.2 to
                     Countrywide Credit Industries' Registration Statement on Form S-3 dated October 31, 2001)

4.9                  Amended and Restated Rights Agreement, dated as of November 27, 2001, between Countrywide
                     Credit Industries and The Bank of New York, as Rights Agent (incorporated by reference to
                     Exhibit 1 to Countrywide Credit Industries' Form 8-A/A filed on December 10, 2001)

5.1*                 Opinion of Sandor E. Samuels, Chief Legal Officer of Countrywide Financial Corporation as to
                     the legality of securities being registered

23.1*                Consent of Grant Thornton LLP, Independent Certified Public Accountants

23.2*                Consent of Counsel (included in Opinion filed as Exhibit 5.1)

24.1*                Power of Attorney (included on signature pages filed herewith)
---------------
* Filed herewith