<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
LIFE FINANCIAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)
----------------
<TABLE>
<S> <C> <C>
DELAWARE 6035 APPLIED FOR
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
4115 TIGRIS WAY
RIVERSIDE, CALIFORNIA 92503
(800) 448-2265
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
DANIEL L. PERL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LIFE FINANCIAL CORP.
4115 TIGRIS WAY
RIVERSIDE, CALIFORNIA 92503
(800) 448-2265
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
JOSEPH G. PASSAIC, JR., ESQUIRE ROGER M. COHEN, ESQUIRE
MARY M. SJOQUIST, ESQUIRE ETHAN D. FEFFER, ESQUIRE
GEOFFREY W. RYAN, ESQUIRE BROBECK PHLEGER & HARRISON LLP
MULDOON, MURPHY & FAUCETTE 4675 MACARTHUR COURT, SUITE 1000
5101 WISCONSIN AVENUE, N.W. NEWPORT BEACH, CALIFORNIA 92660
WASHINGTON, D.C. 20016 (714) 752-7532
(202) 362-0840
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE 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] 333-28035
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 statement 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. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock $.01 par
value................. 460,000 Shares $12.00 $5,520,000 $1,673
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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- -------------------------------------------------------------------------------
<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION ON FORM S-1, FILE NO. 333-28035
This Registration Statement on Form S-1 is being filed by Life Financial
Corp. (the "Registrant") pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended. The Registrant hereby incorporates by
reference into this Registration Statement the contents of the Registrant's
Registration Statement on Form S-1 (File No. 333-28035) declared effective on
June 24, 1997 by the Securities and Exchange Commission (the "Commission")
including each of the documents filed or deemed included by the Registrant
with the Commission therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Riverside, State of
California, on June 24, 1997.
LIFE FINANCIAL CORP.
By /s/ Daniel L. Perl
-------------------------------------
Daniel L. Perl
President, Chief Executive Officer
and Director
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>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
President, Chief
Executive Officer and
Director (principal
/s/ Daniel L. Perl executive officer) June 24, 1997
- -------------------------------------
Daniel L. Perl
Executive Vice
President--Chief
Financial Officer,
Treasurer and Secretary
(principal financial and
/s/ L. Bruce Mills, Jr. accounting officer) June 24, 1997
- -------------------------------------
L. Bruce Mills, Jr.
Chairman of the
/s/ Ronald G. Skipper Board of Directors June 24, 1997
- -------------------------------------
Ronald G. Skipper
/s/ Richard C. Caldwell Director June 24, 1997
- -------------------------------------
Richard C. Caldwell
/s/ John D. Goddard Director June 24, 1997
- -------------------------------------
John D. Goddard
/s/ Milton E. Johnson Director June 24, 1997
- -------------------------------------
Milton E. Johnson
</TABLE>
II-1
<PAGE>
EXHIBIT INDEX
LIST OF EXHIBITS (FILED HEREWITH UNLESS OTHERWISE NOTED)
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
5.0 Opinion of Muldoon, Murphy & Faucette regarding legality of the
securities to be registered
5.1 Opinion of Morris, Nichols, Arsht & Tunnell regarding certain matters
of Delaware law
23.1 Consent of Grant Thornton LLP
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Muldoon, Murphy & Faucette
23.5 Consent of Morris, Nichols, Arsht & Tunnell
</TABLE>
<PAGE>
EXHIBIT 5.0
[LETTERHEAD OF MULDOON, MURPHY & FAUCETTE]
June 24, 1997
The Board of Directors
Life Financial Corp.
4115 Tigris Way
Riverside, California 92503
Re: The offering of up to 3,450,000 shares of
Life Financial Corp. Common Stock
Gentlemen:
You have requested our opinion concerning certain matters of Delaware law
in connection with the offering (the "Public Offering") by Life Financial Corp.,
a Delaware corporation (the "Company"), of up to 2,900,000 shares of its common
stock, par value $.01 per share, ("Common Stock") (3,335,000 shares in the event
that the underwriters' over-allotment option is exercised) in an initial public
offering.
In connection with your request for our opinion, you have provided us and
we have reviewed the Company's certificate of incorporation filed with the
Delaware Secretary of State on December 6, 1996 and amended on January 21, 1997
(the "Certificate of Incorporation"); the Company's Bylaws; the Company's
Registration Statement on Form S-1, as filed with the Securities and Exchange
Commission initially on May 29, 1997 (the "Registration Statement") and the
Company's Registration Statement on Form S-1 filed pursuant to Rule 462 under
the Securities Act of 1933, as amended, on June 24, 1997; resolutions
of the Board of Directors of the Company (the "Board") concerning the
organization of the Company, the Public Offering, the issuance of shares in the
Public Offering and designation of the Pricing Committee, and the form of stock
certificate approved by the Board to represent shares of common stock to be
issued in the Public Offering. We have also been furnished a certificate of the
Delaware Secretary of State certifying the Company's good standing as a Delaware
corporation. Capitalized terms used but not defined herein shall have the
meaning given them in the Certificate of Incorporation.
<PAGE>
In rendering this opinion, we have relied upon the opinion of Morris,
Nichols, Arsht & Tunnell as to matters of Delaware law, upon which opinion we
believe you are justified in relying. We have examined the opinion of Morris,
Nichols, Arsht & Tunnell, which opinion is in form satisfactory to us.
Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Company has been duly organized and is validly existing in good
standing as a corporation under the laws of the State of Delaware.
2. Upon the due adoption by the Pricing Committee or Board of Directors
of a resolution fixing the number of shares of Common Stock to be sold in the
Public Offering which number is in accordance with the terms set forth in the
Prospectus, the Common Stock to be issued in the Public Offering will be duly
authorized and, when such shares are sold and paid for in accordance with the
terms set forth in the Prospectus and such resolution of the Pricing Committee
or Board of Directors, and certificates representing such shares in the form
provided to us are duly and properly issued, will be validly issued, fully paid
and nonassessable.
The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
1. (a) Subsections C.3 and C.6 of Article FOURTH and Section D of
Article EIGHTH, which grant the Board the authority to construe
and apply the provisions of those Articles, subsection C.4 of
Article FOURTH, to the extent that subsection obligates any
person to provide to the Board the information such subsection
authorizes the Board to demand, and the provision of Subsection
C.7 of Article EIGHTH empowering the Board to determine the Fair
Market Value of property offered or paid for the Company's stock
by an Interested Stockholder, in each case to the extent, if any,
that a court applying Delaware law were to impose equitable
limitations upon the authority of the directors of the Company
under such provisions; and
(b) Article NINTH of the Certificate of Incorporation, which
authorizes the Board to consider the effect of any offer to
acquire the Company on constituencies other than stockholders in
evaluating any such offer.
<PAGE>
We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-1 and to the use of the name of our firm where it appears in
the Registration Statement and in the Prospectus.
Very truly yours,
/s/ MULDOON, MURPHY & FAUCETTE
MULDOON, MURPHY & FAUCETTE
GWR/ssa
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL]
June 24, 1997
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, N.W.
Washington, DC 20016
Ladies and Gentlemen:
You have requested our opinion concerning certain matters of Delaware
law in connection with the issuance and sale by Life Financial Corp., a Delaware
corporation (the "Company"), of up to 2,900,000 shares of its common stock, par
value $.01 per share ("Common Stock"), (3,335,000 shares in the event that the
------ -----
underwriters' over-allotment option is exercised) in an initial public offering
(the "Public Offering").
------ --------
In connection with your request for our opinion, you have provided to
us, and we have reviewed, the Company's certificate of incorporation, as amended
(the "Certificate of Incorporation"), its by-laws, the Company's Registration
----------- -- -------------
Statement on Form S-1 filed with the Securities and Exchange Commission in
connection with the Public Offering (the "Registration Statement"), including
------------ ---------
the prospectus constituting a part thereof (the "Prospectus"), a consent of the
----------
sole incorporator of the Company, resolutions of the
<PAGE>
Muldoon, Murphy & Faucette
June 24, 1997
Page 2
Board of Directors of the Company (the "Board") concerning, inter alia, the
----- ----- ----
organization of the Company, the Public Offering, the issuance of shares of
Common Stock in the Public Offering and the designation of a Pricing Committee
of the Board (the "Pricing Committee"), and the form of stock certificate
------- ---------
approved by the Board to represent shares of Common Stock. We have also
obtained a certificate of the Delaware Secretary of State as to the Company's
good standing as a Delaware corporation. Capitalized terms used but not defined
herein shall have the meanings given them in the Certificate of Incorporation.
We call your attention to the fact that the opinions expressed herein
are limited in all respects to matters of Delaware corporate law. We express no
opinion concerning the requirements of any other law, rule or regulation, state
or federal, applicable to the Company or the Public Offering, including, without
limitation, those applicable to federally chartered savings banks or their
holding companies.
Based upon and subject to the foregoing, it is our opinion that:
1. The Company has been duly organized and is validly existing in
good standing as a corporation under the laws of the State of Delaware, with the
corporate power and authority to own its property and conduct its business as
now conducted as described in the Prospectus.
<PAGE>
Muldoon, Murphy & Faucette
June 24, 1997
Page 3
2. Upon the due adoption by the Pricing Committee or the Board of a
resolution fixing the number of shares of Common Stock to be sold in the Public
Offering, the Common Stock to be issued in the Public Offering will be duly
authorized and, when such shares are sold and paid for in accordance with the
terms set forth in the Prospectus and such resolution of the Pricing Committee
or the Board, and certificates representing such shares in the form provided to
us are duly and properly issued, will be validly issued, fully paid and
nonassessable, with no personal liability for the payment of the Company's debts
arising solely by virtue of the ownership thereof; such issuance and sale will
not be in violation of or subject to any preemptive rights provided for by
Delaware law or by the Certificate of Incorporation.
The following provisions of the Certificate of Incorporation may not
be given effect by a court applying Delaware law, but in our opinion the failure
to give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
(a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article
EIGHTH, which grant the Board the authority to construe and apply the provisions
of those Articles, subsection C.4 of Article FOURTH, to the extent that
provision obligates any person to provide to the Board the information such
subsection authorizes the Board to demand, and the provision of Section C.7 of
Article EIGHTH empowering the Board to determine the Fair Market
<PAGE>
Muldoon, Murphy & Faucette
June 24, 1997
Page 4
Value of property offered or paid for the Company's stock by an Interested
Stockholder, to the extent, if any, that a court applying Delaware law were to
impose equitable limitations upon the authority of the directors of the Company
under such provisions.
(b) Article NINTH of the Certificate of Incorporation, which purports
to permit the Board to consider the effect of any offer to acquire the Company
on constituencies other than stock holders in evaluating any such offer.
Very truly yours,
/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
------------------------------------
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We have issued our report dated February 8, 1996, (except for the "Earnings
per Share" paragraph of Note 1, as to which the date is March 29, 1996)
accompanying the financial statements of Life Savings Bank, Federal Savings Bank
contained in Life Financial Corp.'s Registration Statement on Form S-1, SEC
File No. 333-28035, and Prospectus included therein. We consent to the
incorporation by reference of the aforementioned report into this Registration
Statement on Form S-1, and to the use of our name as it appears under the
captions "Experts" and "Changes in Accountants."
/s/ Grant Thornton LLP
GRANT THORNTON LLP
Irvine, California
June 24, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of Life Financial Corporation of our report dated January
31, 1995, relating to the financial statements of Life Savings Bank, Federal
Savings Bank for the year ended December 31, 1994, appearing in the Prospectus,
which is part of Life Financial Corp.'s Registration Statement on Form S-1, SEC
File No. 333-28035. We also consent to the references to us under the headings
"Experts" and "Changes in Accountants" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Los Angeles, California
June 24, 1997
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Life Financial Corp. on Form S-1 of our report dated February 7, 1997 (March 14,
1997 as to Note 16) on the financial statements of Life Savings Bank, Federal
Savings Bank, appearing in the Prospectus, which is part of Pre-effective
Amendment No. 2 to Registration Statement No. 333-28035 of Life Financial Corp.
on Form S-1.
We also consent to the reference to us under the headings "The
Reorganization" and "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Costa Mesa, California
June 24, 1997
<PAGE>
Exhibit 23.4
CONSENT
We hereby consent to the references to this firm and our opinions in the
Registration Statement on Form S-1 filed by Life Financial Corp. and all
amendments thereto.
/s/ Muldoon, Murphy & Faucette
------------------------------
MULDOON, MURPHY & FAUCETTE
Dated this 24th day of
June, 1997
<PAGE>
EXHIBIT 23.5
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL]
June 24, 1997
Muldoon, Murphy & Faucette
5101 Wisconsin Avenue, N.W.
Washington, DC 20016
Ladies and Gentlemen:
We hereby consent to the filing of our opinion to you concerning certain
matters of Delaware law in connection with the public offering (the "Offering")
by Life Financial Corp., a Delaware corporation (the "Company"), of shares of
its common stock, par value $.01 per share, in draft or final form, as an
exhibit to the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission by the Company in connection with the Offering, and all
amendments thereto, and to the reference to this firm in the "Legal Matters"
section of the Prospectus relating to the Offering.
Very truly yours,
/s/ MORRIS, NICHOLS, ARSHT & TUNNELL
------------------------------------
Morris, Nichols, Arsht & Tunnell
