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As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASTA FUNDING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 22-3388607
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
210 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
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(Address of Principal Executive (Zip Code)
Offices)
Asta Funding, Inc. 1995 Stock Option Plan
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(Full title of the plan)
Mitchell Herman
210 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
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(Name and address of agent for service)
(201) 567-5648
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(Telephone number, including area code, of agent for service)
Copy to: John D. Schupper, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
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<TABLE>
<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 per share 920,000 6.0625 $5,577,500 $1,473
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers additional shares of Common Stock as may be
issuable pursuant to the anti-dilution provision of the 1995 Stock Option Plan.
(2) Estimated in accordance with Rule 457(h) solely for purpose of calculating
the registration fee. The price shown is the average of the bid and asked price
of the Common Stock on June 5, 2000 as reported on The Nasdaq SmallCap Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The SEC allows us to "incorporate" into this Registration
Statement information we file with it in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this Registration Statement, and information we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below, except to the extent
information in those documents is different from the information contained in
this Registration Statement, and all future documents filed with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these shares:
(a) Our Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1999;
(b) Our Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 1999 and March 31, 2000;
(c) Our Current Report on Form 8-K as filed on October 14,
1999;
(d) Our Proxy Statement dated February 13, 2000;
(e) Our Registration Statement on Form 8-A declared
effective on November 13, 1995, registering the common
stock under the Exchange Act; and
(f) All documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this prospectus and prior to the termination of
this offering.
Item 6. Indemnification of Directors and Officers
Our Certificate of Incorporation and By-Laws provide that we
shall indemnify any person to the full extent permitted by the Delaware General
Corporation Law (the "DGCL"). Section 145 of the GCL, relating to
indemnification, is hereby incorporated herein by reference.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or controlling persons of Asta Funding pursuant to our
Certificate of Incorporation and By-Laws and the DGCL, we have been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
Our Certificate of Incorporation also limits, to the fullest
extent permitted by Delaware law, a director's liability for monetary damages
for breach of fiduciary duty, including gross negligence, except liability for
(i) breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law, (iii) under Section
174 of the DGCL or (iv) for any transaction from which the director derives an
improper personal benefit. Delaware law does not eliminate a director's duty of
care and this provision has no effect on the availability of equitable remedies
such as injunction or rescission based upon a director's breach of the duty of
care.
We have obtained and maintain a policy of insurance with a
face amount of $2,000,000 (subject to certain deductible provisions and
exclusions) covering our officers and directors and indemnifying them against
loss on account of claims made against them, including, but not limited to,
damages, judgments, costs and the costs of defense of such claims, arising from
breach of duty, neglect, error, negligent misrepresentations, omission or act,
or any claim arising solely by reason of status as an officer or director.
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Item 8. Exhibits
5.1 Opinion of Lowenstein Sandler PC with respect to the
legality of the Common Stock to be registered hereunder
10.9 1995 Stock Option Plan (incorporated by reference to our
Registration Statement on Form SB-1)
23.1 Consent of Independent Auditors, Richard A. Eisner and
Company, LLP
23.2 Consent of Lowenstein Sandler PC (contained in Exhibit
5.1)
24 Power of Attorney (included on page 6)
Item 9. Undertakings
Undertaking Required by Regulation S-B, Item 512(a).
(a) The undersigned registrant hereby undertakes to:
(1) File, during any period in which offers or sells
securities, a post-effective amendment to this
registration statement:
(i) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or
events which, individually or together,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) Include any additional or charged material
information on the plan of distribution.
(2) For determining any liability under the Securities
Act of 1933, treat each post-effective amendment as
a new registration statement of the securities
offered, and the offering of the securities at that
time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain
unsold at the end of the offering.
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SIGNATURES
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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on the 8
day of June, 2000.
ASTA FUNDING, INC.
/s/ Gary Stern
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By: Gary Stern
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" constitutes and appoints Gary Stern
and Mitchell Herman or either of them, his true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him and in his
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
related Registration Statement filed under Rule 462(b), 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, each acting alone, 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 for all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement or amendment thereto has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Gary Stern President and Director June 8, 2000
------------------------------------ (principal executive officer)
Gary Stern
/s/ Mitchell Herman Chief Financial Officer and June 8, 2000
------------------------------------ Director (principal financial and
Mitchell Herman accounting officer)
/s/ Arthur Stern Chairman of the Board June 8, 2000
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Arthur Stern
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/s/ Martin Fife Director June 8, 2000
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Martin Fife
/s/ Herman Badillo Director June 8, 2000
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Herman Badillo
/s/ General Buster Glosson Director June 8, 2000
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General Buster Glosson
/s/ Edward Celano Director June 8, 2000
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Edward Celano
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INDEX TO EXHIBITS
Exhibit No. Description
5.1 Opinion of Lowenstein Sandler PC with respect to the legality of the
Common Stock to be registered hereunder.
10.9 1995 Stock Option Plan(incorporated by reference to our Registration
Statement on Form SB-1)
23.1 Consent of Independent Auditors, Richard A. Eisner and Company, LLC
23.2 Consent of Lowenstein Sandler PC (contained in Exhibit 5.1)
