<PAGE> 1
Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
NICHOLAS FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada 8736-3354
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
33759
2454 McMullen Booth Road (Zip Code)
Building C
Clearwater, Florida
(Address of principal
executive offices)
Nicholas Financial, Inc.
Non-Employee Director Stock
Option Plan
(Full title of the plan)
Copy to:
Peter L. Vosotas
President and Chief Executive Todd B. Pfister
Officer Foley & Lardner
Nicholas Financial, Inc. 100 North Tampa Street, Suite
2454 McMullen Booth Road 2700
Building C Tampa, Florida 33602-5804
Clearwater, Florida 33759 (813) 229-2300
(727) 726-0763
(Name, address and telephone
number,
including area code, of agent
for service)
__________________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share Price
- --------------------------------------------------------------------
<C> <C> <C> <C> <C>
Voting 120,000 $3.76(1) $451,312(1) $126
Common shares
Stock,
No par
value
<FOOTNOTE>
(1) Estimated pursuant to Rules 457(c) and (h) under the
Securities Act of 1933 solely for the purpose of calculating the
registration fee based on the offering prices of 15,000 shares of
Voting Common Stock and the average of the bid and asked price of
105,000 shares of Voting Common Stock as reported on the Nasdaq
Small-Cap Market on June 28, 1999.
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information
specified in Part I are not required to be filed with the
Securities and Exchange Commission ("Commission") as part of this
Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by
Nicholas Financial, Inc. (the "Company") with the Commission and
are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the
fiscal year ended March 31, 1999, which includes audited
financial statements as of and for the year ended March 31, 1999.
(b) All other reports filed by the Company or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since March 31, 1999.
(c) The description of the Company's Common Stock
contained in Item 8 of the Company's Registration Statement on
Form 10-SB, as filed with the Commission pursuant to Section 12
of the Exchange Act on August 28, 1995, and any amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of filing of this Registration
Statement and prior to such time as the Company files a post-
effective amendment to this Registration Statement 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 in this Registration
Statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE> 3
Item 6. Indemnification of Directors and Officers.
The Articles of the Company provide that the Directors
shall cause the Company to indemnify a director or former
director of the Company and the heirs and personal
representatives of any such person against all costs, charges and
expenses actually and reasonably incurred by an indemnified
party, including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or
proceeding to which they are made a party by reason of being or
having been a director, including any action brought by the
Company. The Articles also provide that the directors may cause
the Company to indemnify, to the same extent as for directors,
any officer, employee or agent of the Company or any director,
officer, employee or agent of the Company's subsidiaries.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where
otherwise indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4) Nicholas Financial, Inc. Non-Employee Director
Stock Option Plan
(5) Opinion of Salley Bowes Harwardt
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Salley Bowes Harwardt (contained in
Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this
Registration Statement)
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 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 herein, 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 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
herein, 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.
<PAGE> S-1
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
Clearwater, and State of Florida, on this 21st day of May, 1999.
NICHOLAS FINANCIAL, INC.
By: /s/ Peter Vosotas
-----------------------
Peter L. Vosotas,
President and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Each person whose signature appears below constitutes and
appoints Peter L. Vosotas and Ralph T. Finkenbrink, and each of
them individually, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and revocation, for
him or her and in his or her name, place and stead, in any and
all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement 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
connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either
of them, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ------ ------
/s/ Peter L. Vosotas President, Chief May 21, 1999
- ---------------------- Executive Officer,
Peter L. Vosotas Chairman of the
Board (Principal
Executive Officer)
and Director
/s/ Ralph T. Finkenbrink Vice President - May 21, 1999
- -------------------------- Finance(Principal
Ralph T. Finkenbrink Financial and
Accounting Officer)
/s/ Stephen Bragin Director May 21, 1999
- -------------------
Stephen Bragin
/s/ Dr. Ellis Hyman Director May 21, 1999
- ---------------------
Dr. Ellis Hyman
/s/ William Taylor Director May 21, 1999
- ---------------------
William Taylor
<PAGE> 6
EXHIBIT INDEX
NICHOLAS FINANCIAL, INC. EMPLOYEE STOCK OPTION PLAN
Exhibit No. Exhibit
(4) Nicholas Financial, Inc. Non-
Employee Director Stock Option
Plan
(5) Opinion of Salley Bowes Harwardt
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Salley Bowes Harwardt
(contained in Exhibit 5 hereto)
(24) Power of Attorney relating to
subsequent amendments (included
on the signature page to this
Registration Statement)
<PAGE> 7
Exhibit 4
NICHOLAS FINANCIAL, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
<PAGE> 8
Exhibit 4
TABLE OF CONTENTS
Page
1. PURPOSE OF PLAN...........................................1
2. DEFINITIONS...............................................1
3. LIMITS ON OPTIONS.........................................2
4. GRANTING AND TERMS OF OPTIONS.............................2
5. EFFECT OF CHANGES IN CAPITALIZATION.......................4
6. DELIVERY AND PAYMENT FOR SHARES...........................5
7. NO CONTINUATION AS A DIRECTOR AND DISCLAIMER OF RIGHTS....6
8. ADMINISTRATION............................................6
9. NO OBLIGATION TO RESERVE OR RETAIN SHARES.................6
10. AMENDMENT OF PLAN.........................................6
11. TERMINATION OF PLAN.......................................6
12. EFFECTIVE DATE............................................7
<PAGE> 9
Exhibit 4
NICHOLAS FINANCIAL, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Purpose of Plan
The purpose of this Plan is to enable Nicholas Financial,
Inc. (the "Company") and its Subsidiaries to compete successfully
in attracting, motivating and retaining Non-Employee Directors
with outstanding abilities by making it possible for them to
purchase Shares on terms that will give them a direct and
continuing interest in the future success of the businesses of
the Company and its Subsidiaries and encourage them to remain as
directors of the Company or one or more of its Subsidiaries.
2. Definitions
For purposes of the Plan, except where the context clearly
indicates otherwise, the following terms shall have the meanings
set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the United States Internal Revenue Code
of 1986, as amended.
(c) "Effective Date" means the date the Plan is adopted by
the Board of Directors.
(d) "Fair Market Value" means, with respect to a Share, if
the Shares are then listed and traded on a registered national
or regional securities exchange , or quoted on The National
Association of Securities Dealers' Automated Quotation System
(including The Nasdaq National Market), the average closing
price of a Share on such exchange or quotation system for the
five trading days immediately preceding the date of grant of
an Option, or, if Fair Market Value is used herein in
connection with any event other than the grant of an Option,
then such average closing price for the five trading days
immediately preceding the date of such event. If the Shares
are not traded on a registered securities exchange or quoted
in such a quotation system, the Board shall determine the Fair
Market Value of a Share.
(e) "Non-Employee Director" shall mean any member of the
Company's Board of Directors who is not an employee of the
Company or any Subsidiary at the time Options are granted to
such person.
(f) "Option" means an option granted under this Plan,
which Option shall not be an incentive stock option within the
meaning of Section 422 of the Code, or the corresponding
provision of any subsequently enacted tax statute.
(g) "Optionee" means any person who has been granted an
Option which Option has not expired or been fully exercised or
surrendered.
<PAGE> 10
Exhibit 4
(h) "Plan" means the Company's Non-Employee Director Stock
Option Plan.
(i) "Rule 16b-3" means Rule 16b-3 promulgated pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as
amended, or any successor rule.
(j) "Share" means one share of voting common stock, no par
value, of the Company, and such other stock or securities that
may be substituted therefor pursuant to Section 5 hereof.
(k) "Subsidiary" means any "subsidiary corporation" within
the meaning of Section 424(f) of the Code.
3. Limits on Options
The total number of Shares with respect to which Options may
be granted under the Plan shall not exceed in the aggregate
120,000 Shares, subject to adjustment as provided in Section 5
hereof. If any Option expires, terminates or is terminated for
any reason prior to its exercise in full, the Shares that were
subject to the unexercised portion of such Option shall be
available for future grants under the Plan.
4. Granting and Terms of Options
(a) Each Non-Employee Director shall on the Effective Date
automatically be granted an Option to purchase 5,000 Shares.
Thereafter, on the date on which a Non-Employee Director,
other than a Non-Employee Director who is serving as such on
the Effective Date, is first elected or appointed as a
Non-Employee Director during the existence of the Plan,
such Non-Employee Director shall automatically be granted an
Option to purchase 5,000 Shares.
(b) Each Non-Employee Director (if he or she continues to
serve in such capacity) shall, on the day following his or her
reelection to the Board at an annual meeting of shareholders
held during the time the Plan is in effect, automatically be
granted an Option to purchase 5,000 Shares; provided, however,
that no person shall be entitled to receive more than one
grant of an Option to purchase 5,000 shares under either
Section 4(a) or Section 4(b) during any consecutive three-year
period. (c) Notwithstanding the provisions of Section 4.(a)
and 4.(b) hereof, Options shall be automatically granted to
Non-Employee Directors under the Plan only for so long as the
Plan remains in effect and a sufficient number of Shares are
available hereunder for the granting of such Options.
(d) The exercise price of each Share subject to an Option
shall be equal to 100% of the Fair Market Value of the Shares
on the date of grant of such Option.
<PAGE> 11
Exhibit 4
(e) Options shall not be assignable or transferable by the
Optionee other than by will or by the laws of descent and
distribution except that the Optionee may, with the consent of
the Board of Directors, transfer without consideration Options
to the Optionee's spouse, children or grandchildren (or to one
or more trusts for the benefit of any such family members or
to one or more partnerships in which any such family members
are the only partners).
(f) Each Option shall expire and all rights thereunder
shall end at the expiration of ten (10) years after the date
on which it was granted, subject in all cases to earlier
expiration as provided in subsections (g) and (h) of this
Section 4. (g) During the life of an Optionee, an Option shall
be exercisable only by such Optionee or by someone duly
authorized to act for the Optionee in the case of disability
or legal incompetence.
(h) In addition to the rights granted in subsection (i) of
this Section 4, if an Optionee: (i) dies while a Director of
the Company; (ii) ceases to be a Director of the Company as a
result of such Optionee's resignation from the Board, provided
that the Company has consented in writing to such Optionee's
resignation; (iii) resigns or is removed by reason of a
disability; or (iv) ceases to be a Director of the Company
other than as described in clauses (i),(ii) or (iii) and other
than for cause as described in the next following sentence,
then such Optionee, or the duly authorized representatives of
such Optionee, shall have the right, at any time prior to the
end of one (1) year after the death or after such resignation
of the Optionee, as the cases described in clause (i), (ii) or
(iii) may be; or at any timeprior to the end of one (1) month
after the date on which the Optionee ceases-to-be a Director
of the Company for reasons within clause (iv), but in each
such case only prior to the termination of the Option pursuant
to subsection (f) of this Section 4, to exercise any Option to
the extent such Option was exercisable by the Optionee
immediately prior to such Optionee's death, disability,
resignation, or ceasing-to-be a Director of the Company as
referred to in clause (iv) of the first sentence of this
subsection (h), as the case may be. If the Optionee is removed
as a Director of the Company for cause (as defined in the
Company's Articles of Incorporation, as amended from time to
time) other than disability, all Options of the Optionee shall
terminate immediately on the date of such removal.
(i) The Optionee may exercise the Option (subject to the
limitations on exercise set forth in subsection (f) of this
Section 4), in whole or in part, as follows: (i) the Option
may not be exercised to any extent prior to one (1) year
following the date of grant; and (ii) the Option may be
exercised to the extent of 33 % of the Shares subject to such
Option after one year following the date of grant and may be
exercised to the extent of an additional 33% of the Shares
subject to such Option after each of the second and third
years following the date of grant.
j) An Option may be exercised in whole at one time or in
part from time to time, subject to subsection (i) of this
Section 4.
<PAGE> 12
Exhibit 4
(k) Options granted pursuant to the Plan shall be
evidenced by an agreement in writing setting forth the
material terms and conditions of the grant, including, but not
limited to, the number of Shares subject to Options.
5. Effect of Changes in Capitalization
(a) If the number of outstanding Shares is increased or
decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by
reason of any recapitalization, reclassification, stock split,
combination of shares, exchange of shares, stock dividend
or other distribution payable in capital stock, or other
increase or decrease in such shares effected, in each case
without receipt of consideration by the Company, a
proportionate and appropriate adjustment shall be made by the
Board of Directors in (i) the number and type of Shares
subject to the Plan and which thereafter may be made the
subject of Options under the Plan, and (ii) the number and
kind of shares for which Options are outstanding, so that the
proportionate interest of the Optionee immediately following
such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in
outstanding Options shall not change the aggregate option
price payable with respect to Shares subject to the
unexercised portion of the Options outstanding but shall
include a corresponding proportionate adjustment in the option
price per Share.
(b) Subject to Section 5.(c) hereof, if the Company shall
be the surviving corporation in any reorganization, merger,
share exchange or consolidation of the Company with one or
more other corporations or other entities, any Option
theretofore granted shall pertain to and apply to the
securities to which a holder of the number of Shares subject
to such Option would have been entitled immediately following
such reorganization, merger, share exchange or consolidation,
with a corresponding proportionate adjustment of the option
price per Share so that the aggregate option price thereafter
shall be the same as the aggregate option price of the Shares
remaining subject to the Option immediately prior to such
reorganization, merger, share exchange or consolidation.
<PAGE> 13
Exhibit 4
(c) In the event of: (i) the adoption of a plan of
reorganization, merger, share exchange or consolidation of the
Company with one or more other corporations or other entities
as a result of which the holders of the Shares as a group
would receive less than fifty percent (50%) of the voting
power of the capital stock or other interests of the surviving
or resulting corporation or entity; (ii) the adoption of a
plan of liquidation or the approval of the dissolution of the
Company; (iii) the approval by the Board of an agreement
providing for the sale or transfer of the assets of the
Company; or (iv) the acquisition of more than twenty percent
(20%) of the outstanding shares by any person within the
meaning of Rule 13(d)(3) under the Securities Exchange Act of
1934 if such acquisition is not preceded by a prior expression
of approval by the Board, then, in each such case, any Option
granted hereunder shall become immediately exercisable in
full, subject to any appropriate adjustments in the number of
Shares subject to such Option and the option price, regardless
of any provision contained in the Plan with respect thereto
limiting the exercisability of the Option for any length of
time. Notwithstanding the foregoing, if a successor
corporation or other entity as contemplated in clause (i) or
(iii) of the preceding sentence agrees to assume the
outstanding Options or to substitute substantially equivalent
options, then the outstanding Options issued hereunder shall
not be immediately exercisable , but shall remain exercisable
in accordance with the terms of the Plan and the applicable
stock option agreements.
(d) Adjustments under this Section 5 relating to Shares or
securities of the Company shall be made by the Board, whose
determination in that respect shall be final and conclusive.
Options subject to grant or previously granted under the Plan
at the time of any event described in this Section 5 shall be
subject to only such adjustments as shall be necessary to
maintain the proportionate interest of the Options and
preserve, without exceeding , the value of such Options.
No fractional Shares or units of other securities shall be
issued pursuant to any such adjustment , and any fractions
resulting from any such adjustment shall be eliminated in
each case by rounding upward to the nearest whole Share or
unit.
(e) The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Company
to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all
or any part of its business or assets.
6. Delivery and Payment for Shares
(a) No Shares shall be delivered upon the exercise of an
Option until the option price for the Shares acquired has been
paid in full. No shares shall be issued or transferred under
the Plan unless and until all legal requirements applicable to
the issuance or transfer of such Shares have been complied
with to the satisfaction of the Board. Any Shares issued by
the Company to an Optionee upon exercise of an Option may be
made only in strict compliance with and in accordance with
applicable state and federal securities laws.
<PAGE> 14
Exhibit 4
(b) Payment of the option price for the Shares purchased
pursuant to the exercise of an Option shall be made: (i) in
cash or by check payable to the order of the Company; (ii)
through the tender (or attestation) to the Company of Shares,
which Shares shall have been held by the Optionee for at least
six months and shall be valued , for purposes of determining
the extent to which the option price has been paid thereby, at
their Fair Market Value on the date of exercise; or (iii) by a
combination of the methods described in (i) and (ii) hereof.
Payment also may be made in accordance with a cashless
exercise program under which, if so instructed by the
Optionee, Shares may be issued directly to the Optionee's
broker upon receipt of the option price in cash from the
broker.
7. No Continuation as a Director and Disclaimer of Rights
No provision in the Plan or in any Option granted or option
agreement entered into pursuant to the Plan shall be construed to
confer upon any individual the right to remain a director (or
employee, if he should become such after the date of grant) of
the Company or any Subsidiary. The Plan shall in no way be
interpreted to require the Company to transfer any amounts to a
third party trustee or otherwise hold any amounts in trust or
escrow for payment to any Optionee or beneficiary under the terms
of the Plan. An Optionee shall have none of the rights of a
shareholder of the Company until and to the extent all or some of
the Shares covered by an Option are fully paid and issued to such
Optionee.
8. Administration
The Plan is intended to be a formula plan and accordingly is
intended to be self-governing. To the extent, if any, that any
questions of interpretation arise, these shall be resolved by the
Board.
9. No Obligation to Reserve or Retain Shares
The Board adopted, as of the Effective Date, a resolution
initially reserving authorized but unissued Shares for the Plan.
The Company will be under no further obligation to reserve, or to
retain in its treasury, any particular number of Shares in
connection with its obligations hereunder.
10. Amendment of Plan
The Board, without further action by the shareholders, may
amend this Plan from time to time as it deems desirable.
11. Termination of Plan
This Plan shall terminate ten (10) years from the Effective
Date. The Board may, in its discretion, suspend or terminate the
Plan at any time prior to such date, but such termination or
suspension shall not adversely affect any right or obligation
with respect to any outstanding Option.
<PAGE> 15
Exhibit 4
12. Effective Date
The Plan shall become effective on the Effective Date and
Options hereunder shall be granted on and after that date as
provided in the Plan and subject to approval of the Plan by the
Company's shareholders prior to, or within one year after, the
Effective Date. Upon approval of the Plan by the shareholders of
the Company as set forth above, all Options granted under the
Plan on or after the Effective Date shall be fully effective as
if the shareholders of the Company had approved the Plan on the
Effective Date.
<PAGE> 16
Exhibit 5
Salley Bowes Harwardt
Barristers and Solicitors
Suite 1750 - 1185 West Georgia Street
Vancouver, B.C., Canada
V6E 4E6
Telephone: (604) 688-0788
Fax: (604) 688-0778
E-mail: [email protected]
June 29, 1999
Nicholas Financial, Inc.
2454 McMullen Booth Road
Clearwater, Florida 33759
Ladies & Gentlemen:
We have acted as counsel for Nicholas Financial, Inc., a company
incorporated under the laws of British Columbia (the "Company"),
in connection with the review of a Form S-8 Registration
Statement (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to 120,000 shares of the Company's Common Shares without
par value (the "Common Stock"), which may be issued or acquired
pursuant to the Nicholas Financial, Inc. Non-Employee Director
Stock Option Plan (the "Plan").
In this regard, we have examined: (a) the Plan; (b) the Altered
Memorandum and Articles of the Company; (c) resolutions of the
Company's Board of Directors relating to the Plan; (d) applicable
certificates of public officials; and (e) such other documents
and records as we have deemed necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation in good standing under the laws
of the Province of British Columbia.
2. The shares of Common Stock, when issued pursuant to the
terms and conditions of the Plan, and as contemplated in
Registration Statement, will be validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit
that we are "experts" within the meaning of Section 11 of the
Securities Act or within the category of persons whose consent is
required by Section 7 of the Securities Act.
This opinion is limited to the laws of the Province of British
Columbia and the federal laws of Canada applicable therein, and
we express no opinion with respect to the laws of any other
province, state or jurisdiction.
Yours very truly,
/s/Salley Bowes Harwardt
- ---------------------------
<PAGE> 17
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Nicholas Financial, Inc.
Non-Employee Director Stock Option Plan of Nicholas Financial,
Inc. of our report dated May 7, 1999, with respect to the
consolidated financial statements of Nicholas Financial, Inc.
included in its Annual Report (Form 10-KSB) for the year ended
March 31, 1999, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
------------------------
Tampa, Florida
June 25, 1999
