-----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, Khio5F/2H8WhwaE0dUNrfW3TlrMvpKeeH6+YM7AlZ76uh46/cGZyew6kM0hmwAQ6 scPrWXb7iPLNZG+gW8+FMg== /in/edgar/work/20000630/0000922907-00-000136/0000922907-00-000136.txt : 20000920 0000922907-00-000136.hdr.sgml : 20000920 ACCESSION NUMBER: 0000922907-00-000136 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000629 EFFECTIVENESS DATE: 20000629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATRIX BANCORP INC CENTRAL INDEX KEY: 0000944725 STANDARD INDUSTRIAL CLASSIFICATION: [6162 ] IRS NUMBER: 841233716 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40482 FILM NUMBER: 665433 BUSINESS ADDRESS: STREET 1: 1380 LAWRENCE ST STREET 2: STE 1410 CITY: DENVER STATE: CO ZIP: 80204 BUSINESS PHONE: 3035959898 MAIL ADDRESS: STREET 1: 1380 LAWRENCE STREET STREET 2: SUITE 1410 CITY: DENVER STATE: CO ZIP: 80204 FORMER COMPANY: FORMER CONFORMED NAME: MATRIX CAPITAL CORP /CO/ DATE OF NAME CHANGE: 19960711 S-8 1 0001.txt As filed with the Securities and Exchange Commission on June 29, 2000 Commission File No. 333-_____________ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MATRIX BANCORP, INC. (Exact name of registrant as specified in its charter) Colorado 84-1233716 (State of Incorporation) (I.R.S. Employer Identification No.) 1380 Lawrence Street, Suite 1410 Denver, Colorado 80204 (Address of Principal Executive Offices) (Zip Code) 1996 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN 1996 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) Guy A. Gibson, President and CEO Steven F. Carman Matrix Bancorp, Inc. Blackwell Sanders Peper Martin LLP 1380 Lawrence Street, Suite 1410 Two Pershing Square Denver, Colorado 80204 2300 Main Street, Suite 1000 (303) 595-9898 Kansas City, Missouri 64108 (816) 983-8000 (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------- -------------------- -------------------------- ------------------------ --------------------- Proposed Maximum Proposed Maximum Amount of Title of Securities to Amount to be Offering Price Per Aggregate Offering Registration Fee be Registered Registered (1)(2) Share (3)(4) Price (3)(4) (3)(4) - ------------------------- -------------------- -------------------------- ------------------------ --------------------- Common stock, $0.0001 350,000 shares $7.0625 $2,471,875 $ 687.19 par value per share - ------------------------- -------------------- -------------------------- ------------------------ ---------------------
[FN] (1) The securities to be registered include 125,000 additional shares reserved for issuance under the registrant's 1996 Employee Stock Purchase Plan and 225,000 additional shares reserved for issuance upon the exercise of options that may be granted from time to time under the registrant's 1996 Amended and Restated Employee Stock Option Plan (the "Plans"). (2) Pursuant to Rule 416, this Registration Statement is deemed to include additional shares of Common Stock issuable under the terms of the Plans to prevent dilution resulting from any future stock split, stock dividend or similar transaction. (3) Estimated solely for the purpose of calculating the registration fee. (4) Calculated pursuant to Rule 457(c). On June 27, 2000, the average of the highest and lowest selling price per share of common stock on the National Market System of The Nasdaq Stock Market, Inc. was $7.0625. - ------------------------------------------------------------------------------- EXPLANATORY NOTE The purpose of this Registration Statement is to register 125,000 additional shares of Common Stock, $.0001 par value per share (the "Common Stock"), of Matrix Bancorp, Inc. (the "Company") issuable pursuant to the Company's 1996 Employee Stock Purchase Plan and 225,000 additional shares of Common Stock issuable upon the exercise of options that may be granted from time to time pursuant to the Company's 1996 Amended and Restated Employee Stock Option Plan. In accordance with General Instruction E of Form S-8, the contents of the Company's Registration Statement on Form S-8 (No. 333-36671) are incorporated herein by reference. Item 8. Exhibits The following exhibits are filed herewith or are incorporated by reference from documents filed by the Company with the Commission. 4.1* 1996 Amended and Restated Employee Stock Option Plan (Exhibit 4.2) 4.2* 1996 Employee Stock Purchase Plan (Exhibit 4.3) 5.1 Opinion of Blackwell Sanders Peper Martin LLP. 23.1 Consent of Ernst & Young LLP 23.2 Consent of Blackwell Sanders Peper Martin LLP (see Exhibit 5.1) *Filed as the exhibit shown in the parenthesis contained in the Company's registration statement on Form S-1 (No. 333-10223) effective October 17, 1996, incorporated herein by reference. 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 Denver, State of Colorado, on June 20, 2000. MATRIX BANCORP, INC. By: /s/ Guy A. Gibson Guy A. Gibson, President and Chief Executive Officer 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.
Name Positions Date - ---- --------- ---- /s/ Guy A. Gibson President, Chief Executive Officer June 20, 2000 - ---------------------------------------- and Director Guy A. Gibson /s/ Richard V. Schmitz Chairman of the Board June 20, 2000 - ---------------------------------------- Richard V. Schmitz /s/ D. Mark Spencer Vice Chairman and Director June 20, 2000 - ----------------------------------------- D. Mark Spencer /s/ David W. Kloos Senior Vice President, Chief Financial June 20, 2000 - ----------------------------------------- Officer and Director (Principal David W. Kloos Financial and Accounting Officer) /s/ Thomas M. Piercy Director June 20, 2000 - ----------------------------------------- Thomas M. Piercy /s/ Stephen Skiba Director June 20, 2000 - ----------------------------------------- Stephen Skiba /s/ David A. Frank Director June 21, 2000 - ----------------------------------------- David A. Frank
EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5.1 Opinion of Blackwell Sanders Peper Martin LLP 23.1 Consent of Ernst & Young LLP EX-5.1 2 0002.txt OPINION BLACKWELL SANDERS PEPER MARTIN LLP 2300 MAIN STREET, SUITE 1000, KANSAS CITY, MO 64108 P.O. BOX 419777, KANSAS CITY, MO 64141-6777 TEL: (816) 983-8000 FAX: (816) 983-8080 WEBSITE: www.bspmlaw.com June 27, 2000 Matrix Bancorp, Inc. 1380 Lawrence Street Suite 1410 Denver Colorado 80204 Ladies and Gentlemen: We have acted as counsel to Matrix Bancorp, Inc., a Colorado corporation (the "Company"), in connection with the proposed offerings of up to 350,000 shares of common stock of the Company pursuant to the Company's 1996 Amended and Restated Employee Stock Option Plan and the 1996 Employee Stock Purchase Plan (together, the "Plans"). In connection with the foregoing, we have examined such documents, corporate records and other instruments as we have deemed necessary or appropriate in connection with this opinion. Based upon and subject to the foregoing, we are of the opinion that when such 350,000 shares of common stock have been issued and sold by the Company in accordance with the terms of the Plans and related award agreements, such shares will constitute legally issued, fully paid and non-assessable shares of the Company. We consent to the filing of this opinion as an exhibit to the registration statement pursuant to which such shares will be sold and to the reference to us in such registration statement. Very truly yours, /s/ Blackwell Sanders Peper Martin LLP EX-23.1 3 0003.txt CONSENT Consent of Independent Auditors We consent to the reference to our firm in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the Employee Stock Purchase Plan of Matrix Bancorp Inc. and to the incorporation by reference therein of our report dated March 20, 2000, with respect to the consolidated financial statements and schedules of Matrix Bancorp Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. Phoenix, Arizona /s/ Ernst & Young LLP June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----