<PAGE>
As filed with the Securities and Exchange Commission on April 30, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIFE FINANCIAL CORPORATION
(exact name of registrant as specified in its certificate of incorporation)
DELAWARE 6035 33-0743196
(state or other jurisdiction of (Primary Standard (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
10540 Magnolia Avenue, Unit B,
Riverside, California 92503
(909) 637-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
AMENDED AND RESTATED LIFE FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
(Full Title of the Plan)
Daniel L. Perl
President and Chief Executive Officer
LIFE Financial Corporation
10540 Magnolia Avenue, Unit B
Riverside, California 92503
(909) 637-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Copies to:
Joseph G. Passaic, Jr., Esquire
Mary M. Sjoquist, Esquire
Patton Boggs, L.L.P.
2550 M Street, N.W.
Washington, DC 20037
(202) 457-6000
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
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. [X]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par Value per Share 321,600(2) $3.67(3) $1,180,272 $349
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Amended and Restated LIFE Financial Corporation 1996 Stock Option Plan
(the "Plan") as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of LIFE Financial Corporation
pursuant to 17 C.F.R. (S)230.416(a).
(2) Represents the total number of shares currently reserved or available for
issuance as options pursuant to the Plan.
(3) Weighted average price determined by the average exercise price of $3.33
per share at which options for 316,200 shares under the Plan have been
granted to date and by $23.63, the market value of the Common Stock on
April 23, 1998 as determined by the average of the high and low prices
listed on the NASDAQ Stock Market as reported in the Wall Street Journal,
for 5,400 shares for which options have not yet been granted under the
Plan.
This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. (S) 230.462.
<PAGE>
LIFE FINANCIAL CORPORATION
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Amended and
Restated LIFE Financial Corporation, (the "Company" or the "Registrant") 1996
Stock Option Plan (the "Plan") required by Part I of the Registration Statement
will be sent or given to the participants in the Plan as specified by Rule
428(b)(1). Such document is not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as a
prospectus or prospectus supplement pursuant to Rule 424 in reliance on Rule
428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997, which includes the consolidated statements of financial condition of
the Company and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1997, together
with the related notes and the report of Deloitte & Touche LLP, and Grant
Thornton LLP, independent certified public accountants, filed with the SEC on
March 31,1998 (SEC File No. 0-22193).
(b) The Form 10-Q reports filed by the Registrant for the fiscal quarters
ended June 30, 1997, and September 30, 1997 (File No. 0-22193), filed with the
SEC on August 14, 1997, and November 14, 1997, respectively.
(c) The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-22193), as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder on June 6, 1997.
(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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The validity of the Common Stock offered hereby has been passed upon by
Patton Boggs, L.L.P., Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.
This indemnification applies to the Board of Directors who administer the Plan.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
- ------
A. Each person who was or is made a party or is threatened to be made a party
to or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith; provided, however, that, except as provided
in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee, including, without
limitation, services to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal (hereinafter a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses under this
Section or otherwise. The rights to indemnification and to the advancement of
expenses conferred in Sections A and B of this Article TENTH shall be contract
rights and such rights shall continue as to an indemnitee who has ceased to be a
Director, Officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full
by the Corporation within sixty days after a written claim has been received by
the Corporation, except in the case of a claim for an advancement of expenses,
in which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid also
the expenses of prosecuting or defending such suit. In: (i) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in a
suit brought by the indemnitee to enforce a right to an advancement of expenses)
it shall be a defense that; and (ii) in any suit by the Corporation to recover
an advancement of expenses pursuant to the terms of an undertaking the
Corporation shall be entitled to recover such
<PAGE>
expenses upon a final adjudication that, the indemnitee has not met any
applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that indemnification of the
indemnitee is proper in the circumstances because the indemnitee has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right to indemnification or to an
advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article TENTH or otherwise shall be on the
Corporation.
D. The rights to indemnification and to the advancement of expenses conferred
in this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself
and any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent of
the provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
- --------
A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability: (i) for any 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
law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
Directors, then the liability of a Director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
4 Stock Certificate of LIFE Financial Corporation/1/
5 Opinion of Patton Boggs, L.L.P., Washington, DC, as to the
legality of the Common Stock registered hereby.
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Grant Thornton, LLP
24 Power of Attorney is located on the signature pages.
_______________
/1/ Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-4, (filed initially on Form
S-1) with the SEC on January 27, 1997, as amended (SEC File No. 333-20497).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the information
required by (i) and (ii) is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference into this
Registration Statement;
(2) For determining liability under the Securities Act, to 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 thereof.
(3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, 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
<PAGE>
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 trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, 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>
CONFORMED
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 April 30, 1998.
LIFE FINANCIAL CORPORATION
By: /s/ Daniel L. Perl
----------------------------------
Daniel L. Perl
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Daniel L. Perl as the true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all capacities, to
sign any or all 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 attorney-in-fact and
agent 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 to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully or do cause to be done by virtue hereof.
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
<S> <C> <C>
/s/ Daniel L. Perl President, Chief Executive April 30, 1998
- ----------------------- Officer and Director
Daniel L. Perl (Principal Executive Officer)
/s/ Jeff Blake Vice President and Secretary April 30, 1998
- ----------------------- (principal financial and
Jeff Blake accounting officer)
/s/ Ronald G. Skipper Chairman of the Board of April 30, 1998
- ----------------------- Directors
Ronald G. Skipper
/s/ John Goddard Director April 27, 1998
- -----------------------
John Goddard
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
<S> <C> <C>
/s/ Milton E. Johnson Director April 30, 1998
- -----------------------
Milton E. Johnson
/s/ Robert K. Riley Director April 30, 1998
- -----------------------
Robert K. Riley
</TABLE>
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequentially Numbered
Exhibit No. Description Method of Filing Page Location
<C> <S> <C> <C>
4 Stock Certificate of Incorporated herein by reference
LIFE Financial from the Exhibit of the
Corporation Registrant's Registration
Statement on Form S-4 (filed
initially on Form S-1) filed with
the SEC on January 27, 1997.
5 Opinion of Patton Filed herewith.
Boggs, L.L.P.
23.1 Consent of Deloitte Filed herewith. --
& Touche, LLP
23.2 Consent of Grant Filed herewith
Thornton, LLP
24 Power of Attorney Located on the signature page. --
</TABLE>
<PAGE>
EXHIBIT 5
April 30, 1998
Board of Directors
LIFE Financial Corporation
10540 Magnolia Avenue
Unit B
Riverside, California 92503
Re: LIFE Financial Corporation 1996 Stock Option Plan
Ladies and Gentlemen:
We have been requested by LIFE Financial Corporation (the "Company") to
issue a legal opinion in connection with the registration under the Securities
Act of 1933 on Form S-8 of 321,600 shares of the Company's Common Stock, $0.01
par value (the "Shares"), to be issued under the LIFE Financial Corporation 1996
Stock Option Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. In our examination, we have
assumed and have not verified (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
with the originals of all documents supplied to us as copies, and (iv) the
accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Life Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plans have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally 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:
(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 Section C.7 of
Article EIGHTH authorizing 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 such authority; 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>
Board of Directors
April 30, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Sincerely,
PATTON BOGGS, L.L.P.
/s/ Mary M. Sjoquist
By: Mary M. Sjoquist
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
LIFE Financial Corporation on Form S-8 of our report dated February 27, 1998
(March 11, 1998, as to Note 20) appearing in the Annual Report on Form 10-K of
LIFE Financial Corporation for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
Costa Mesa, California
April 27, 1998
<PAGE>
EXHIBIT 23.2
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 June 30, 1997) accompanying
the financial statements of LIFE Financial Corporation (formerly Life Savings
Bank, Federal Savings Bank) appearing in LIFE Financial Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997. We hereby consent to
the incorporation by reference of said report in the Registration Statement on
Form S-8 of the Amended and Restated LIFE Financial Corporation 1996 Stock
Option Plan.
/s/ Grant Thornton LLP
Irvine, California
April 30, 1998
