<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WILSHIRE FINANCIAL SERVICES GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6719 93-1223879
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
1776 SW MADISON ST.
PORTLAND, OR 97205
(503) 223-5600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LAWRENCE A. MENDELSOHN
PRESIDENT
1776 SW MADISON ST.
PORTLAND, OR 97205
(503) 223-5600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
JAMES M. WADDINGTON, ESQ. ROBERT E. DEAN, ESQ.
PROSKAUER ROSE GOETZ & MENDELSOHN LLP GIBSON, DUNN & CRUTCHER LLP
1585 BROADWAY 4 PARK PLAZA
NEW YORK, NEW YORK 10036-8299 IRVINE, CALIFORNIA 92614-8557
(212) 969-3000 (714) 451-3800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-15263
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERINGPRICE AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED SHARE OR NOTE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share.......................... 345,000 shares(1) $10.50 $3,622,500 $1,097.73
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</TABLE>
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(1) Includes 45,000 shares of Common Stock which the Common Stock
Underwriters have an option to purchase to cover over-allotments, if any.
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EXPLANATORY NOTE
This Registration Statement is being filed with respect to Rule 462(b) and
General Instruction IV of Form S-1. Incorporated by reference herein is in its
entirety, the Registration Statement on Form S-1 (File No. 333-15263) of
Wilshire Financial Services Group Inc. which was declared effective by the
Securities and Exchange Commission on December 18, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland and the State of Oregon, on this 18th day of
December, 1996.
Wilshire Financial Services Group Inc.
/s/ Andrew A. Wiederhorn
By: _________________________________
Andrew A. Wiederhorn Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in their capacities on
December 18, 1996.
SIGNATURE TITLE
/s/ Andrew A. Wiederhorn Chairman of the Board, Chief
- ------------------------------------- Executive Officer, Secretary and
ANDREW A. WIEDERHORN Treasurer (Principal Executive
Officer)
/s/ Lawrence A. Mendelsohn President and Director
- -------------------------------------
LAWRENCE A. MENDELSOHN
* Director
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DONALD H. COLEMAN
* Director
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DAVID DALE-JOHNSON
* Director
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PHILIP G. FORTE
* Senior Vice President and Chief
- ------------------------------------- Financial Officer (Principal
CHRIS TASSOS Accounting and Financial Officer)
/s/ Lawrence A. Mendelsohn
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*By:
LAWRENCE A. MENDELSOHN ATTORNEY-IN-
FACT
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EXHIBIT INDEX
(a) Exhibits:
PAGE
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5.1 Opinion of Proskauer Rose Goetz & Mendelsohn LLP
23.1 Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
<PAGE>
EXHIBIT 5.1
December 18, 1996
Wilshire Financial Services Group Inc.
1776 SW Madison Street
Portland, OR 97205
Ladies and Gentlemen:
You have requested our opinion in connection with the filing by Wilshire
Financial Services Group Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission of a Registration Statement on Form S-1 (the
"Registration Statement") pursuant to Rule 462(b) under the Securities Act of
1933 (the "Securities Act") with respect to an additional 345,000 shares of
common stock, par value $.01 per share, of the Company (the "Shares"). The
Registration Statement relates to the same offering as described in Registration
Statement No. 333-15263.
We have examined such records, documents and other instruments as we have
deemed relevant and necessary as a basis for the opinions hereinafter set forth.
We have also assumed without investigation the authenticity of any document
submitted to us as an original, the conformity to originals of any document
submitted to us as a copy, the authenticity of the originals of such latter
documents, the genuineness of all signatures and the legal capacity of natural
persons signing such documents.
Based on the foregoing, and in reliance thereon, we are of the opinion that
the Shares (to the extent issued and sold by the Company) have been duly
authorized and, when issued and delivered in accordance with the underwriting
agreement as described in the Registration Statement, will be legally issued,
fully paid and non-assessable.
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We are admitted to the bar of the State of New York, and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York, the General Corporation Law of the State of Delaware, and the laws of
the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement. In so
doing, we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/S/ PROSKAUER ROSE GOETZ &
MENDELSOHN LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders
Wilshire Financial Services Group, Inc.
We consent to the use in this Registration Statement, filed pursuant to Rule
462(b), of Wilshire Financial Services Group, Inc. and Subsidiaries on Form S-1
for an offering of Common Stock of our report dated November 13, 1996 (which
expresses an unqualified opinion on the consolidated financial statements of
Wilshire Financial Services Group, Inc. and includes an explanatory paragraph
relating to certain regulatory agreements); our report dated March 10, 1995 on
the consolidated financial statements of Girard Savings Bank F.S.B. and
Subsidiary; and our report dated November 13, 1996 on the combined financial
statements of Wilshire Credit Corporation and Affiliates, which reports appear
in the Prospectus, which is a part of this Registration Statement. We also
consent to the reference to us under the heading "Experts" in such Prospectus
which is part of this Registration Statement.
Deloitte & Touche LLP
December 18, 1996
Los Angeles, California
