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As filed with the Securities and Exchange Commission on June 30, 2000
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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PELICAN FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Delaware 58-2298215
(State of incorporation) (I.R.S. Employer Identification No.)
315 East Eisenhower
Ann Arbor, Michigan 48108
(Address of principal executive offices)
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1997 Stock Option and Incentive Plan
(Full title of the Plan)
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Mr. Charles C. Huffman
Chairman and Chief Executive Officer
PELICAN FINANCIAL, INC.
315 East Eisenhower
Ann Arbor, Michigan 48108
(800) 765-5562
(Name, address and telephone number, including area code, of agent for service)
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Copy to:
Edward L. Lublin
Manatt, Phelps & Phillips, LLP
1501 M Street N.W., Suite 700
Washington, D.C. 20005-1702
(202) 463-4300
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Registered Maximum Amount to be Offering Price Aggregate Offering Amount of
Registered (1) Per Share Price Registration Fee
---------------------------------------- ---------------------- ---------------------- ---------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 321,400 shares $5.88 (2) $ 1,889,832 $ 568.95
Common Stock, no par value 78,600 shares $3.375 (3) $ 265,275
TOTAL 400,000 shares $ 2,155,107
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under any of the Plans being
registered pursuant to this Registration Statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results
in an increase in the number of the Registrant's outstanding shares of
Common Stock.
(2) Calculated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee. Computation based on the weighted average per share
price (rounded to nearest cent) of outstanding options issuable under
the referenced plans, which are registered hereby.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee, based on the average of the high and low selling
prices per share of Registrant's Common Stock on June 23, 2000 as
reported by the American Stock Exchange.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Employee Plan Annual Information. *
*This Registration Statement relates to the registration of 400,000
shares of Pelican Financial, Inc. (the "Company" or "Registrant") common stock,
$0.01 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant of its subsidiaries as compensation for services
in accordance with the Registrant's 1997 Stock Option and Incentive Plan (the
"Plan") under which 400,000 shares are issuable. Documents containing the
information required by Part I of this Registration Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
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, in reliance on Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference:
(a) The Registrant's prospectus filed on December 23, 1999
pursuant to Rule 424(b) of the Securities Act, as amended, in
connection with its Registration Statement on Form S-1 (File
No. 333-76841), which contains audited financial statements
for the Registrant's latest fiscal year for which statements
have been filed.
(b) The Registrant's Form 10-K for the fiscal year ended December
31, 1999.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Commission under Section 12 of the Securities Exchange Act
of 1934 on July 6, 1999, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby 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
part hereof from the date of filing such documents.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees, and agents may be
insured or indemnified against liability which they may incur in their
capacities as such.
The Certificate of Incorporation of the Registrant requires
indemnification of directors, officers, and employees to the fullest extent
permitted by Delaware law.
The Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the Registrant
or is or was serving at the request of the Registration as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against any liability asserted against the person and incurred
by the person in any such capacity or arising out of his status as such, whether
or not the Registrant would have the power to indemnify the person against such
liability under the provisions of the Certificate of Incorporation.
The Registrant believes that these provisions assist the Registrant in,
among other things, attracting and retaining qualified persons to serve the
Registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the Registrant and effectively reduce the ability of
stockholders to sue on behalf of the Registrant since certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the Registrant to an indemnified party.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
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4.1 Registrant's Certificate of Incorporation and amendments
thereto (incorporated herein by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1, File No.
333-76841, originally filed with the commission on April 22,
1999, as subsequently amended (the "Form S-1").
4.2 Registrant's Restated Bylaws (incorporated by reference to
Exhibit 3.2 of the Form S-1).
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4.3 Registrant's specimen stock certificate (incorporated herein
by reference to Exhibit 4.1 of the Form S-1).
4.5 Registrant's 1997 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit 10.2 of the
Form S-1).
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Crowe, Chizek & Company, LLP.
24.1 Power of Attorney (see signature page).
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Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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 the Registration Statement or any material change to such
information in the registration statement.
(i) to include any prospectus required by Section 10(a)(3) of the 1933
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
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) that, for purposes of determining any liability under the
Securities Act of 1933, 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.
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(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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 the time shall be deemed
to be initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions summarized
in Item 6 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 of 1933 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 hereunder, the Registrant
will, unless in the opinion of its counsel the question has already been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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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 Ann Arbor, State of Michigan, on this 27th day of
June, 2000.
PELICAN FINANCIAL, INC.
By: /s/ CHARLES C. HUFFMAN
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Chairman and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles C. Huffman, Koula M. Kovach, and
Howard M. Nathan, jointly and severally, his or her attorneys-in-fact and
agents, each with the power of substitution and resubstitution, for him or her
and in his or her name, place or stead, in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8, and to file such
amendments, together with exhibits and other documents in connection therewith,
with the Securities and Exchange Commission, granting to each 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 as
he might or could do in person, and ratifying and confirming all that the
attorneys-in-fact and agents, or his substitute or substitutes, may do or 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.
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SIGNATURE TITLE DATE
<S> <C> <C>
/s/ CHARLES C. HUFFMAN Chief Executive Officer and June 28, 2000
--------------------------------------------- Chairman of the Board
Charles C. Huffman
/s/ HOWARD M. NATHAN Vice President and Chief June 28, 2000
--------------------------------------------- Financial Officer
Howard M. Nathan
/s/ RALEIGH E. ALLEN, JR. Director June 28, 2000
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Raleigh E. Allen, Jr.
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/s/ MICHAEL L. HOGAN Director June 27, 2000
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Michael L. Hogan
Director ________, 2000
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Koula M. Kovach
/s/ ERNEST MERLANTI Director June 28, 2000
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Ernest Merlanti
Director ________, 2000
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S. Lynn Stokes
/s/ MICHAEL D. SURGEN Director June 28, 2000
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Michael D. Surgen
Director _______, 2000
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Brenda Jones
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INDEX TO EXHIBITS
Exhibit
Number
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4.1 Registrant's Certificate of Incorporation and amendments
thereto (incorporated herein by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1, File No.
333-76841, originally filed with the commission on April 22,
1999, as subsequently amended (the "Form S-1").
4.2 Registrant's Restated Bylaws (incorporated by reference to
Exhibit 3.2 of the Form S-1).
4.3 Registrant's specimen stock certificate (incorporated herein
by reference to Exhibit 4.1 of the Form S-1).
4.5 Registrant's 1997 Stock Option and Incentive Plan
(incorporated herein by reference to Exhibit 10.2 of the
Form S-1).
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Crowe, Chizek & Company, LLP.
24.1 Power of Attorney (see page 8).
