As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL AUTO FINANCE COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 65-0688619
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer Identification No.)
621 N.W. 53rd Street, Suite 200
Boca Raton, Florida 33487
(561) 997-2747
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
NATIONAL AUTO FINANCE COMPANY, INC.
1996 SHARE INCENTIVE PLAN
(Full Title of Plan)
Keith B. Stein
Vice Chairman
National Auto Finance Company, Inc.
621 N.W. 53rd Street, Suite 200
Boca Raton, Florida 33487
(561) 997-2747
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Howard Chatzinoff, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered(1) Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 500,000 $8.50 $4,250,000 $1,288
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<FN>
(1) Plus such indeterminate number of shares of Common Stock of the Registrant
as may be issued to prevent dilution resulting from stock dividends, stock
splits or similar transactions in accordance with Rule 416 under the
Securities Act of 1933.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 of the Securities Act of 1933.
</FN>
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the National Auto Finance Company, Inc. 1996 Share
Incentive Plan and its administrators are available without charge by
contacting:
National Auto Finance Company, Inc.
621 N.W. 53rd Street, Suite 200
Boca Raton, Florida 33487
(516) 997-2747
Attention: Kevin G. Adams
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by National Auto
Finance Company, Inc. (the "Company") are incorporated herein by reference:
(a) The Company's Current Report on Form 8-K (File No. 0-22067),
filed with the Commission on March 7, 1997.
(b) The Company's Registration Statement on Form S-1 (File No.
333-13667), filed with the Commission on October 8, 1996, as
amended.
(c) The Company's Registration Statement on Form 8-A (File No.
0-22067), filed with the Commission on January 27, 1997.
(d) The Company's Prospectus (File No. 333-13667), filed with the
Commission on January 31, 1997.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), prior to the filing of a
post-effective amendment to this Registration Statement 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 of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article Seventh of the Certificate of Incorporation of the Company
provides for the indemnification, against certain expenses and liabilities, of
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director or officer of the Company, or is or was a director or officer of
the Company serving at the request of the Company as a director, officer,
trustee, employee or agent of, or in any other capacity with respect to, another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise. Pursuant to Section 145 of the
General Corporation Law of the State of Delaware ("Delaware Code"), a Delaware
corporation generally has the power to indemnify its present and former
directors and officers against expenses incurred by them in connection with any
suit to which such directors and officers are, or are threatened to be made, a
party by reason of their serving in such positions, so long as they acted in
good faith and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation for which they served in such positions,
and with respect to any criminal action, they had no reasonable cause to believe
their conduct was unlawful. 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 directors or officers acted in good faith and in
a manner such directors or officers reasonably believed to be in or not opposed
to the best interests of the corporation and, with respect to any criminal
action
II-1
<PAGE>
or proceeding, had no reasonable cause to believe such directors' or officers'
conduct was unlawful. Indemnification is not available if such person is
adjudged to be liable to the corporation for which he or she served in such
positions, unless and only to the extent the court in which such action is
brought determines that, despite the adjudication of liability, and in view of
all the circumstances, the person is reasonably and fairly entitled to
indemnification for such expenses as the court shall deem proper. Where a
director or officer is successful on the merits or otherwise in the defense of
any action referred to above or in defense of any claim, issue or matter
therein, the corporation must indemnify such director or officer against the
expenses (including attorneys' fees) which he or she actually and reasonably
incurred in connection therewith. The Company has the power to purchase and
maintain insurance for such persons. The statute also expressly provides that
the power to indemnify authorized thereby is not exclusive of any rights granted
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
The above discussion of the Certificate of Incorporation of the
Company, and of Section 145 of the Delaware Code, is not intended to be
exhaustive and is qualified in its entirety by such Certificate of Incorporation
and by the Delaware Code.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
4.1 - Certificate of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File
No. 333-13667), as filed with the Commission on October 8, 1996, as
amended (the "S-1 Registration Statement")).*
4.2 - By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the
Company's S-1 Registration Statement).*
4.3 - National Auto Finance Company, Inc. 1996 Share Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Company's S-1
Registration Statement).*
5.1 - Opinion of Weil, Gotshal & Manges LLP with respect to the legality of
the securities.**
23.1 - Consent of KPMG Peat Marwick LLP.**
23.2 - Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).**
24 - Powers of Attorney (included in signature page hereof).**
- --------
* Incorporated by reference.
** Filed herewith.
II-2
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which officers 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;
(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; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
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 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on this 20th day of
March, 1997.
NATIONAL AUTO FINANCE COMPANY, INC.
By: /s/ Keith B. Stein
---------------------------
Name: Keith B. Stein
Title: Vice Chairman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Gary L. Shapiro and Keith B.
Stein, and each individually, such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for such person and
in such person's name, place and stead, in any and all capacities to sign any
and all amendments and post-effective amendments to this Registration Statement,
and to file the same with all exhibits thereto, and the other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done, as
fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue here.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary L. Shapiro Chief Executive Officer and March 20, 1997
- ------------------------------ Chairman of the Board (principal
Gary L. Shapiro executive officer)
/s/ Kevin G. Adams Vice President and Chief Financial March 20, 1997
- ------------------------------ Officer (principal financial and
Kevin G. Adams accounting officer)
/s/ Keith B. Stein Vice Chairman and Director March 20, 1997
- ------------------------------
Keith B. Stein
/s/ Edgar A. Otto Director March 20, 1997
- ------------------------------
Edgar A. Otto
/s/ Roy E. Tipton Director March 20, 1997
- ------------------------------
Roy E. Tipton
Director
- ------------------------------
Peter Offermann
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
4.1 - Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the S-1 Registration Statement, as
filed with the Commission on October 8, 1996, as amended)
4.2 - By-Laws of the Company (incorporated by reference to Exhibit
3.2 to the Company's S-1 Registration Statement)
4.3 - National Auto Finance Company, Inc. 1996 Share Incentive
Plan (incorporated by reference to Exhibit 10.2 to the
Company's S-1 Registration Statement)
5.1 - Opinion of Weil, Gotshal & Manges LLP with respect to the
legality of the securities
23.1 - Consent of KPMG Peat Marwick LLP
23.2 - Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1)
24 - Powers of Attorney (included in signature pages hereof)
WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue * New York, New York 10153-0119
(212) 310-800
Fax: (212) 310-8007
March 19, 1997
National Auto Finance Company, Inc.
621 N.W. 53rd Street, Suite 200
Boca Raton, Florida 33487
Gentlemen:
We have acted as counsel to National Auto Finance Company, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), with respect to the Company's 1996 Share Incentive Plan (the "1996
Plan"). Pursuant to the 1996 Plan, the Company has reserved for issuance up to
500,000 shares of common stock, par value $.01 per share (the "Common Stock").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, all
documents incorporated therein by reference, and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives as we
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
<PAGE>
National Auto Finance Company, Inc.
March 19, 1997
Page 2
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the shares of the Common Stock to be issued
pursuant to the terms of the 1996 Plan have been duly authorized and, when
issued, delivered and paid for in accordance with the provisions of the 1996
Plan, will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware and the federal law of the United States, and we express no
opinion as to the effect on the matters covered by this letter of the laws of
any other jurisdiction.
The opinion expressed herein is rendered solely for your benefit in
connection with the transactions described herein. This opinion may not be used
or relied upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent.
We hereby consent (i) to be named in the Registration Statement as
the attorneys who have passed upon the legality of the securities described
therein and (ii) to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
WEIL, GOTSHAL & MANGES LLP
NYFS12...:\97\64897\0003\2482\OPN3077K.03B
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
National Auto Finance Company, Inc.
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK LLP
Fort Lauderdale, Florida
March 17, 1997
