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As filed with the Securities and Exchange Commission on November 20, 1997
Registration No. 33________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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T&W FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1844249
(State or other jurisdiction of (I.R.S. Employer Identification No.)
corporation or organization)
6416 Pacific Highway East
Tacoma, Washington 98424
Address of principal executive officers) (Zip Code)
T&W FINANCIAL CORPORATION 1997 STOCK OPTION PLAN
T&W FINANCIAL CORPORATION 1997 EMPLOYEE STOCK PURCHASE PLAN
T&W FINANCIAL CORPORATION 1997 DIRECTOR STOCK GRANT PLAN
(Full title of the Plans)
Michael A. Price, Chief Executive Officer
T&W Financial Corporation
6416 Pacific Highway East
Tacoma, WA 98424
(253) 922-5164
(name, address, including zip code and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARES OFFERING PRICE REGISTRATION FEE
- ------------------ ------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common stock, par 1,000,000(1) $ 15.9375(2) $15,937,500(2) $ 4,829.06
value $0.01
Common stock, par 100,000(3) $ 15.9375(2) $ 1,593,750(2) $ 482.91
value $0.01
Common stock, par 10,000(4) $ 15.9375(2) $ 159,375(2) $ 48.29
value $0.01
</TABLE>
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(1) Estimated maximum aggregate number of shares of T&W Financial Corporation
(the "Company") common stock that may be awarded and/or sold pursuant to the
Company's 1997 Stock Option Plan (the "Option Plan").
(2) Estimated, pursuant to Rule 457(h), solely for the purpose of calculating
the registration fee, at $15.9375 per share, which was the average of the
high and low prices of the common stock of the Company on November 19, 1997
as reported on the Nasdaq National Market.
(3) Estimated maximum aggregate number of shares of the Company's common stock
that may be awarded and/or sold pursuant to the Company's 1997 Employee
Stock Purchase Plan (the "Purchase Plan").
(4) Estimated maximum aggregate number of shares of the Company's common stock
that may be awarded and/or sold pursuant to the Company's 1997 Director
Stock Grant Plan (the "Director Plan").
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Item 1 will be
sent or given to participants in the Company's respective Option Plan, Purchase
Plan and Director Plan as specified in Rule 428(b)(1) and are not required to be
filed as part of this registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Item 2 will be
sent or given to participants in the Company's respective Option Plan, Purchase
Plan and Director Plan as specified in Rule 428(b)(1) and are not required to be
filed as part of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference herein:
(a) The Company's prospectus filed pursuant to Rule 424(b)
dated November 4, 1997.
(b) The Company's registration statement on Form S-1 (Registration
No. 333-34123) declared effective by the Commission on November 4, 1997 (the
"Registration Statement").
(c) 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 fiscal year covered by the Company's prospectus referred to in
(a) above.
(d) The description of the Company's common stock set forth in the
Company's registration statement on Form 8-A (Registration No. 000-23013) filed
with the Commission pursuant to Section 12 of the Exchange Act on August 22,
1997, including any amendment or report filed for the purpose of updating such
description.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act"). Article 6 of the Company's Articles of Incorporation and
Article VIII of the Company's Bylaws provide for mandatory indemnification of
the Company's directors, officers, employees and agents to the maximum extent
permitted by law. The directors and officers of the Company also may be
indemnified against liabilities they may incur for serving in the capacity
pursuant to liability insurance policy maintained by the Company for such
purpose.
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transaction from which the
director personally receives a benefit in money, property or services to which
the director is not legally entitled. Article 5 of the Company's Articles of
Incorporation contains provisions implementing, to the fullest extent permitted
by Washington law, such limitations on a director's liability to the Company and
its shareholders.
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
REGULATION S-K REFERENCE TO PRIOR FILING
EXHIBIT NO. DESCRIPTION OR EXHIBIT NO. ATTACHED HERETO
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<S> <C> <C>
5.1 Opinion of Graham & James LLP Attached as Exhibit 5.1.
4.1 T&W Financial Corporation 1997 Filed as Exhibit 10.46 to the
Stock Option Plan registration statement and
incorporated by reference herein.
4.2 T&W Financial Corporation 1997 Filed as Exhibit 10.48 to the
Employee Stock Purchase Plan registration statement and
incorporated by reference herein.
4.3 T&W Financial Corporation Filed as Exhibit 10.47 to the
1997 Director Stock Grant Plan registration statement and
incorporated by reference herein.
23.1 Consent of BDO Seidman, LLP Attached as Exhibit 23.1.
23.2 Consent of Graham & James LLP Reference is made to Exhibit
5.1.
24.1 Power of Attorney Contained on Signature Page.
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Tacoma, State of Washington, on November 20, 1997.
T&W FINANCIAL CORPORATION
By /s/ MICHAEL A. PRICE
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Michael A. Price,
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes and
appoints Kenneth W. McCarthy, Jr., as his true and lawful attorney-in-fact, with
full power of substitution, to execute in the name and on behalf of such person,
individually and in each capacity stated below, and to file, any and all
amendments to this Registration Statement, including any and all post-effective
amendments, with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ MICHAEL A. PRICE
- --------------------------- Chief Executive Officer November 20, 1997
Michael A. Price (Principal Executive Officer)
and Director
/s/ THOMAS W. PRICE
- --------------------------- President and Director November 20, 1997
Thomas W. Price
/s/ PAUL B. LUKE
- --------------------------- Senior Vice President, November 20, 1997
Paul B. Luke Treasurer and Secretary
(Principal Financial and
Accounting Officer)
and Director
/s/ KENNETH W. MCCARTHY, JR.
- --------------------------- Senior Vice President and November 20, 1997
Kenneth W. McCarthy, Jr. Director
/s/ KENNETH L. HATCH
- --------------------------- Director November 20, 1997
Kenneth L. Hatch
/s/ DAVID N. SYFERD
- --------------------------- Director November 20, 1997
David N. Syferd
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS
TO
REGISTRATION STATEMENT ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
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T&W FINANCIAL CORPORATION
================================================================================
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion of Graham & James LLP
4.1* T&W Financial Corporation 1997 Stock Option Plan
4.2** T&W Financial Corporation 1997 Employee Stock Purchase Plan
4.3*** T&W Financial Corporation 1997 Director Stock Grant Plan
23.1 Consent of BDO Seidman, LLP
23.2 Consent of Graham & James LLP (Reference is made to Exhibit 5.1)
24.1 Power of Attorney (Contained on Signature Page)
</TABLE>
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* Filed as Exhibit 10.46 to the Company's registration statement on Form S-1
(Registration No. 333-34123) and incorporated by reference herein.
** Filed as Exhibit 10.48 to the Company's registration statement on Form S-1
(Registration No. 333-34123) and incorporated by reference herein.
*** Filed as Exhibit 10.47 to the Company's registration statement on Form S-1
(Registration. No. 333-34123) and incorporated by reference herein.
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EXHIBIT 5.1
November 20, 1997
The Board of Directors
T&W Financial Corporation
6416 Pacific Highway East
Tacoma, Washington 98424
RE: REGISTRATION STATEMENT ON FORM S-8 FOR THE T&W FINANCIAL CORPORATION
1997 STOCK OPTION PLAN, T&W FINANCIAL CORPORATION 1997 EMPLOYEE STOCK
PURCHASE PLAN AND T&W FINANCIAL CORPORATION 1997 DIRECTOR STOCK GRANT
PLAN
Dear Ladies and Gentlemen:
We have acted as counsel for T&W Financial Corporation (the "Company"), a
Washington corporation, in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Registration Statement"), relating
to 1,000,000 shares of the Company's common stock, $0.01 par value per share,
(the "Common Stock"), to be offered pursuant to the Company's 1997 Stock Option
Plan, 100,000 shares of Common Stock to be offered pursuant to the Company's
1997 Employee Stock Purchase Plan and 10,000 shares of Common Stock to be
offered pursuant to the Company's 1997 Director Stock Grant Plan (collectively,
the "Plans").
We have examined such documents as we deem necessary for the purpose of this
opinion. Based on the foregoing, we are of the opinion that the Common Stock
subject to the Plans covered by the Registration Statement will, when issued by
the Plans, be legally issued, fully paid and non-assessable.
We hereby consent to be named in the Registration Statement and in any
amendments thereto as counsel for the Company, to the statements with reference
to our firm made in the Registration Statement, and to the filing and use of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ GRAHAM & JAMES LLP
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GRAHAM & JAMES LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
T & W Financial Corporation and Affiliates
Tacoma, Washington
We hereby consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated March 7, 1997, relating to the
combined financial statements of T & W Financial Corporation and Affiliates,
included in T & W Financial Corporation's Prospectus dated November 4, 1997.
We also consent to the reference to us under the captions "Selected
Combined Financial and Operating Data" and "Experts" in the Prospectus.
/s/ BDO SEIDMAN, LLP
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BDO SEIDMAN, LLP
Seattle, Washington
November 20, 1997
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