-----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, MCash2nS2OKasB/xQTyw5YgEF8TjTBnFWNCt5OfqntVlFJfKVrt3VqAmkPBKVxwz 8l2j7KktfA5xsVkacQjvVw== 0000007974-97-000002.txt : 19970109 0000007974-97-000002.hdr.sgml : 19970109 ACCESSION NUMBER: 0000007974-97-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970108 EFFECTIVENESS DATE: 19970108 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATES FIRST CAPITAL CORP CENTRAL INDEX KEY: 0000007974 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 060876639 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-19417 FILM NUMBER: 97502801 BUSINESS ADDRESS: STREET 1: 250 E CARPENTER FWY CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 2145414000 MAIL ADDRESS: STREET 1: P O BOX 660237 CITY: DALLAS STATE: TX ZIP: 75266-0237 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATES FIRST NATIONAL CORP DATE OF NAME CHANGE: 19720518 S-8 1 REGISTRATION STATEMENT AS FILED ELECTRONICALLY WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1997 Registration No. 333- ================================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ASSOCIATES FIRST CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 06-0876639 (I.R.S. Employer Identification No.) 250 East Carpenter Freeway Irving, Texas (Address of principal executive offices) 75062-2729 (Zip Code) ASSOCIATES FIRST CAPITAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) Timothy M. Hayes, Esq. Associates First Capital Corporation 250 East Carpenter Freeway Irving, Texas 75062-2729 (972) 541-4000 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF TO BE REGISTERED REGISTERED MAXIMUM MAXIMUM REGISTRATION OFFERING AGGREGATE FEE PRICE OFFERING PER SHARE PRICE
--------------------------------------------------------------------- Class A Common Stock 750,000 $43.25 $32,437,500 $11,186 $.01 par value per Shares share --------------------------------------------------------------------- Based upon the market price of the Class A Common Stock of the Company on January 6, 1997, in accordance with Rule 457(c) under the Securities Act of 1933.
ASSOCIATES FIRST CAPITAL CORPORATION EMPLOYEE STOCK PURCHASE PLAN ______________________ INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed or to be filed with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (a) The latest annual report of Associate First Capital Corporation (the "Company" or "Associates") filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act") which contains, either directly or indirectly by incorporation by reference, certified financial statements for Associates' latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act since the end of the fiscal year covered by the annual report referred to in paragraph (a) above. (c) The description of Associates Class A Common Stock contained in registration statement no. 333-817, as amended, filed by Associates under the Securities Act of 1933 (the "1933 Act"). All documents subsequently filed by Associates pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Item 4. Description of Securities. The Associates Class A Common Stock is registered under Section 12(b) of the 1934 Act and thus, this section is not applicable. Item 6. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit, or proceeding, provided that such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and directors against expenses (including attorney's fees) in connection with the defense or settlement of an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred. In accordance with the Delaware Law, the Restated Certificate of Incorporation of the Company contains a provision to limit the personal liability of the directors of the Company for violations of their fiduciary duty. This provision eliminates each director's liability to the Company or its stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. Pursuant to underwriting agreements filed as exhibits to registration statements relating to underwritten offerings of securities, the underwriters parties thereto have agreed to indemnify each officer and director of Associates and each person, if any, who controls Associates within the meaning of the 1933 Act, against certain liabilities, including liabilities under the 1933 Act. The directors and officers of the Company are covered by directors' and officers' insurance policies relating to Ford Motor Company and its subsidiaries. The Restated Certificate of Incorporation of the Company provides for indemnification of the officers and directors of the Company to the full extent permitted by applicable law. Item 8. Exhibits. Exhibit Number - ------- 4 - Restated Certificate of Incorporation of Associates First Capital Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 Registration No. 333-817 filed with the Commission on February 8, 1996). *23 - Consent of Coopers & Lybrand L.L.P. *24 - Powers of Attorney. - ---------------- * Filed with this Registration Statement Item 9. Undertakings. 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 the registration statement (or the most recent post-effective amendment thereof)which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the 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. (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 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 the 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 and 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 Act 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 Act and will be governed by the final adjudication of such issue. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Irving, State of Texas, on this 8th day of January, 1997. ASSOCIATES FIRST CAPITAL CORPORATION By: /s/ C. D. Longenecker --------------------------------- C. D. Longenecker Title: Executive Vice President 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 date indicated.
Signature Title Date - ----------------- ------------------------------------------ KEITH W. HUGHES* Chairman of the Board, (Keith W. Hughes) Principal Executive Officer and Director HAROLD D. MARSHALL* Director (Harold D. Marshall)
January 8, 1997 JOSEPH M. MCQUILLAN* Director (Joseph M. McQuillan) J. Carter Bacot* Director (J. Carter Bacot) John M. Devine* Director (John M. Devine) Kenneth Whipple* Director (Kenneth Whipple) H. James Toffey, Jr.* Director (H. James Toffey, Jr.) ROY A. GUTHRIE* Executive Vice President and (Roy A. Guthrie) Principal Financial Officer Kevin P. Hegarty* Senior Vice President and (Kevin P. Hegarty) Principal Accounting Officer
- --------------------- *By signing his name hereto, C. D. Longenecker signs this document on behalf of each of the persons indicated above pursuant to powers of attorney duly executed by such persons. By: /s/ C. D. LONGENECKER ____________________ C. D. Longenecker (Attorney-in-Fact)
EXHIBIT INDEX Exhibit Number Exhibit - ------- --------------------------------------------------------- 4 - Restated Certificate of Incorporation of Associates First Capital Corporation (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 Registration No. 333-817 filed with the Commission on February 8, 1996). *23 - Consent of Coopers & Lybrand L.L.P. *24 - Powers of Attorney.
* Filed Herewith EX-23 2 CONSENT OF COOPERS & LYBRAND L.L.P. Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Associates First Capital Corporation on Form S-8 (File No. 333- ) of our report dated January 26,1996, except for Note 18, as to which date is February 8, 1996 on our audits of the consolidated financial statements of Associates First Capital Corporation as of December 31, 1995 and 1994,and for the years ended December 31, 1995, 1994, and 1993, appearing in the Annual Report on Form 10-K of Associates First Capital Corporation. Additionally, we consent to the incorporation by reference in the Registration Statement of our report dated July 3, 1996, on our audit of the combined financial statements of Associates International Group as of December 31, 1995 and the related combined statements of earnings, changes in stockholder's equity, and cash flows for the year then ended, appearing in the Current Report of Associates First Capital Corporation dated July 3, 1996. /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. Dallas, Texas January 8, 1997 EX-24 3 POWERS OF ATTORNEY Exhibit 24 POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an officer or director, or both, of ASSOCIATES FIRST CAPITAL CORPORATION, a Delaware corporation (the "Company"), do hereby make, constitute and appoint Roy A. Guthrie, Timothy M. Hayes, and Chester D. Longenecker, and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned the Registration Statement on Form S-8 relating to the shares of Class A Common Stock of the Company and/or obligations of the Company with values based on the value of Class A Common Stock and certain other indexes, and any and all pre-effective and post-effective amendments or supplements to the foregoing Registration Statement and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the Securities and Exchange Commission, and with each exchange on which any class of securities of the Company is registered, 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 that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the Company to effectuate the intents and purposes hereof, and the undersigned hereby fully ratify and confirm all that said attorneys-in-fact and agents, or any of them, or their respective substitutes, if any, shall do or cause to be done by virtue hereof. IN WITNESS HEREOF, each of the undersigned has subscribed his or her name, this 6th day of January, 1997. /s/ J. Carter Bacot /s/ Joseph M. McQuillan - ------------------------ -------------------------- Name: J. Carter Bacot Name: Joseph M. McQuillan Title: Director Title: Director /s/ John M. Devine /s/ Harold D. Marshall - ------------------------ -------------------------- Name: John M. Devine Name: Harold D. Marshall Title: Director Title: Director /s/ Kenneth Whipple /s/ Keith W. Hughes - ------------------------ -------------------------- Name: Kenneth Whipple Name: Keith W. Hughes Title: Director Title: Chairman of the Board, Principal /s/ H. James Toffey, Jr. Executive Officer and - ------------------------- Director Name: H. James Toffey, Jr. Title: Director /s/ Kevin P. Hegarty -------------------------- Name: Kevin P. Hegarty Title: Senior Vice President and Principal Accounting officer
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