<PAGE> 1
As filed with the Securities and Exchange Commission on June ,
1997
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CFI MORTGAGE INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2023491
(I.R.S. Employer Identification Number)
580 Village Boulevard, Suite 360
West Palm Beach, Florida 33409
(Address of Principal Executive Offices)
CFI MORTGAGE INC. 1997 STOCK OPTION PLAN
(Full title of the Plan)
Vincent J. Castoro, President
CFI Mortgage Inc.
580 Village Boulevard, Suite 360
West Palm Beach, Florida 33409
(Name and address of agent for service)
(561)687-1595
(Telephone number, including area code, of agent for service)
copies to:
Kenneth S. Goodwin , Esq.
Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
(212)840-3330
<PAGE> 2
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities to Amount offering aggregate Amount of
be to be price per offering registration
registered registered share (1) price (1) fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 80,000 $7.5625 $605,000.00 $183.34
$.01 par value
</TABLE>
- -------------------
(1) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended (the "Act") solely for the purpose of calculating the
total registration fee. Computation based upon the average of the high
and low prices of the Common Stock as reported on the Nasdaq SmallCap
Market on June , 1997 because the price at which the options to be
granted in the future may be exercised is not currently determinable.
Pursuant to Rule 416 under the Securities Act of 1933, there are also
being registered hereby such additional indeterminate number of shares of Common
Stock as may become issuable by reason of share splits, share dividends and
similar adjustments as set forth in the provisions of the Stock Option Plan and
the respective option agreements entered into thereunder.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Act"), an Information Statement with respect to the CFI Mortgage Inc. (the
"Registrant") 1997 Stock Option Plan (the "Plan") will be distributed to holders
of stock options granted under such Plan. The Information Statement, together
with the documents incorporated by reference herein pursuant to Item 3 of Part
II below, taken together, constitute a Section 10(a) prospectus and the
Information Statement is hereby incorporated by reference in this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference herein the following
documents which have been filed with the Securities and Exchange Commission (the
"Commission"):
(a) the Registrant's Prospectus, dated May 27, 1997, included in the
Registrant's Registration Statement on Form SB-2, File No. 333-6660, originally
filed with the Commission on March 21, 1997, which contains audited financial
statements for the Registrant's fiscal year ended December 31, 1996, the latest
fiscal year for which such statements have been filed;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the Registrant's fiscal year ended December 31, 1996; and
(c) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on May
22, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment hereto that
indicates that all securities offered have been sold or that deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
II-1
<PAGE> 4
Any statement contained in a document 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 that 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.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation provides for
indemnification of its officers and directors to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law.
The Registrant's Certificate of Incorporation eliminates any liability
of a director to the Registrant or its stockholders for monetary damages for
breach of such director's fiduciary duties to the Registrant, except where a
director (a) breaches his or her duty of loyalty to the Registrant or its
stockholders; (b) fails to act in good faith or engages in intentional
misconduct or knowing violation of law; (c) authorizes payment of an illegal
dividend or a stock repurchase; or (d) obtains an improper personal benefit.
While liability for monetary damages has been eliminated, equitable remedies
such as injunctive relief or rescission remain available if (i) a director
breaches, or fails to perform, his duties as a director, and (ii) the director's
breach of, or failure to perform, those duties constitute: (A) a violation of
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful; (B) a
transaction from which the director derived an improper personal benefit, either
directly or indirectly; (C) a circumstance under which the liability provisions
regarding unlawful distributions are applicable; (D) in a proceeding by or in
the right of the corporation to procure a judgment in its favor or by or in the
right of a shareholder, conscious disregard for the best interest of the
corporation, or willful misconduct; or (E) in a proceeding
II-2
<PAGE> 5
by or in the right of someone other than the corporation or a shareholder,
recklessness or an act or omission which was committed in bad faith or with
malicious purpose or in a manner exhibiting wanton and willful disregard of
human rights, safety or property.
The Registrant's Certificate of Incorporation and Bylaws provide that
the Registrant shall, to the fullest extent permitted by law, indemnify all
directors of the Registrant, as well as any officers, agents or employees of the
Registrant to whom the Registrant has agreed to grant indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 CFI Mortgage Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 10.19 to
Amendment No. 1 to the Registrant's
Registration Statement on Form SB-2, File No.
333-6660).
*5 Opinion of Coleman & Rhine LLP with respect to
the legality of the securities being
registered.
*23.1 Consent of Coleman & Rhine LLP (included in
Exhibit 5).
*23.2 Consent of Martin Leventhal & Company LLP,
independent certified public accountants.
*24 Powers of Attorney.
</TABLE>
- ------------------------------------
* Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of distribution not
previously disclosed in
II-3
<PAGE> 6
the Registration Statement or any material change to such information in the
Registration Statement;
(b) that, for the purpose of determining any
liability under the 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
(c) 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.
The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 this 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 Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public 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 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 7
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 on Form S-8 to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of West Palm Beach, State of
Florida, on June 16, 1997.
CFI MORTGAGE INC.
By: /s/ Vincent C. Castoro
Vincent C. Castoro
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated below on the 16th day of June, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Vincent C. Castoro Chief Executive Officer and
Vincent C. Castoro Director
/s/ Vincent J. Castoro President and Director
Vincent J. Castoro
/s/ Don M. "Dusty" Lashbrook Chief Operating Officer
Don M. "Dusty" Lashbrook
/s/ Christopher Castoro Executive Vice President and
Christopher Castoro Director
/s/ Thomas J. Healy Director
Thomas J. Healy
/s/ Robert J. Thompson Director
Robert J. Thompson
/s/ Robert Simm Treasurer and Principal
Robert Simm Accounting Officer
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- ------ ----------- ------
<S> <C> <C>
4.1 CFI Mortgage Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 10.19
to Amendment No. 1 to the Registrant's
Registration Statement on Form SB-2, File No.
333-6660).
*5 Opinion of Coleman & Rhine LLP with respect
to the legality of the securities being
registered.
*23.1 Consent of Coleman & Rhine LLP (included in
Exhibit 5).
*23.2 Consent of Martin Leventhal & Company LLP,
independent certified public accountants.
*24 Powers of Attorney.
</TABLE>
- -------------------------------
* Filed herewith
<PAGE> 1
Coleman & Rhine LLP
1120 Avenue of the Americas
New York, New York 10036
June 16, 1997
CFI Mortgage Inc.
580 Village Boulevard, Suite 360
West Palm Beach, Florida 33409
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
CFI Mortgage Inc. (the "Company") with the Securities and Exchange Commission on
or about June 17, 1997 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of 80,000 shares of
common stock, $.01 par value (the "Shares"), of the Company reserved for
issuance under the Company's 1997 Stock Option Plan (the "Plan"). As legal
counsel for the Company, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by the Company in connection with the
sale and issuance of the Shares under the Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Plan and pursuant to the respective agreement which accompanies each
grant under the Plan, the Shares will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever it
appears in the Registration Statement and any amendments to it.
Very truly yours,
/s/ Coleman & Rhine LLP
Coleman & Rhine LLP
<PAGE> 1
Martin Leventhal & Company LLP
Certified Public Accountants
1515 Broadway, Suite 700
New York, New York 10036
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of CFI Mortgage Inc. (the "Company") on Form S-8 pertaining to the
1997 Stock Option Plan of the Company of our report dated February 7, 1997
appearing in the Prospectus, dated May 27, 1997, included in the Company's
Registration Statement on Form SB-2, File No. 333-6660, originally filed with
the Securities and Exchange Commission on March 21, 1997.
/s/ Martin Leventhal & Company LLP
Martin Leventhal & Company LLP
June 6, 1997
<PAGE> 1
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Vincent J.
Castoro and Christopher C. Castoro, and each of them, with full power of
substitution and full power to act without the other, his true and lawful
attorney-in-fact and agent in his name, place and stead, to execute in the name
and on behalf of each such person, individually and as an officer and/or
director of CFI Mortgage Corporation, a Delaware corporation (the "Company"),
and to file, the Registration Statement of the Company on Form S-8 (the
"Registration Statement"), and any and all amendments to the Registration
Statement, including any and all post-effective amendments.
WITNESS our hands on the respective dates set forth below:
SIGNATURE DATE
--------- ----
/s/ Vincent C. Castoro June 16, 1997
Vincent C. Castoro
/s/ Vincent J. Castoro June 16, 1997
Vincent J. Castoro
/s/ Don M. "Dusty" Lashbrook June 16, 1997
Don M. "Dusty" Lashbrook
/s/ Christopher Castoro June 16, 1997
Christopher Castoro
/s/ Thomas J. Healy June 16, 1997
Thomas J. Healy
/s/ Robert J. Thompson June 16, 1997
Robert J. Thompson
/s/ Robert Simm June 16, 1997
Robert Simm
