AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1998
REGISTRATION NO. 333-50103
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CREDITRUST CORPORATION
(Exact name of registrant as specified in its charter)
MARYLAND 7389 52-1754916
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
7000 Security Boulevard
Baltimore, Maryland 21244-2543
(410) 594-7000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Joseph K. Rensin
Chairman and Chief Executive Officer
Creditrust Corporation
7000 Security Boulevard
Baltimore, Maryland 21244
(410) 594-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications, including all communications sent to
the agent for service, should be sent to:
Henry D. Kahn, Esquire Anita J. Finkelstein, Esquire
Piper & Marbury L.L.P. Venable, Baetjer, Howard & Civiletti, LLP
36 South Charles Street 1201 New York Ave., NW
Baltimore, Maryland 21201 Washington, DC 20005
410-539-2530 202-962-4800
<PAGE>
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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, other
than securities offered in connection with dividend or interest reinvestment
plans, 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: |_|
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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: |_|
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
This Amendment No. 3 to the Registration Statement (Registration No.
333-50103) is being filed solely to file the legal opinion filed as Exhibit 5.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
Exhibit Description
No.
1.1 Form of Underwriting Agreement among Creditrust Corporation (the
"Company"), Ferris, Baker Watts, Incorporated and Boenning &
Scattergood, Inc.
3.1 Amended and Restated Charter of the Company.
3.2 By-Laws of the Company.
4.1 Form of stock certificate.
4.2 Form of Senior Subordinated Note, Series 1998.
4.3 Form of Common Stock Purchase Warrant.
4.4 Senior Subordinated Note Series and Common Stock Warrant Purchase
Agreement.
4.5 Registration Rights Agreement.
5 Opinion of Piper & Marbury L.L.P.*
10.1 Creditrust 1998 Stock Incentive Plan.
10.2 Creditrust 1998 Employee Stock Purchase Plan.
10.3 Creditrust SMILE Bonus Program.
10.4 Employment Agreement between the Company and Jefferson Moore.
10.5 Employment Agreement between the Company and Richard Palmer.
10.6 Employment Agreement between the Company and Rick Chandler.
10.7 Employment Agreement between the Company and John Davis. 10.8
Agreement dated March 13, 1997 by and between Crystal Hill Advisors
and the Company. 10.9 Servicing Agreement, dated August 6, 1997, by
and between Creditrust Corporation and Heartland Bank.
10.10 Loan and Security Agreement, dated September 23, 1996, by and between
Oxford Capital Corporation and Signet Bank.
10.11 Lease Agreement, dated January 24, 1996, by and between BRIT Limited
Partnership and Oxford Capital Corporation.
10.12 Lease Agreement, dated January 22, 1997, by and between A&E Partners
and Creditrust Corporation.
10.13 First Amendment to Lease, dated February 27, 1997, by and between A&E
Partners and Creditrust Corporation.
10.14 Indenture and Servicing Agreement, dated as of June 1, 1998, by and
among Creditrust SPV2, LLC, Norwest Bank Minnesota, National
Association, Creditrust Corporation and Asset Guaranty Insurance
Company.
10.15 Operating Agreement of Creditrust SPV2, LLC, dated June 19, 1998.
16 Letter from Arthur Andersen LLP. 21.1 List of Subsidiaries.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Piper & Marbury L.L.P. (included in the opinion filed as
Exhibit 5).*
24 Powers of Attorney.
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* Filed herewith.
(b) Financial Statement Schedules:
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the r9egistrant
has duly caused this amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Baltimore,
State of Maryland, on July 17, 1998.
CREDITRUST CORPORATION
By: /s/ Joseph K. Rensin
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Joseph K. Rensin
Chairman of the Board President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities indicated on this 16th day of July, 1998.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Chairman of the Board, President and Chief July 17, 1998
/s/ Joseph K. Rensin Executive Officer (Principal Executive Officer)
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Joseph K. Rensin
Vice President, Chief Financial Officer and July 17, 1998
/s/ Richard J. Palmer Treasurer (Principal Financial and Accounting Officer)
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Richard J. Palmer
July 17, 1998
*
--------------------------- Director
Frederick W. Glassberg
July 17, 1998
*
--------------------------- Director
John G. Moran
July 17, 1998
*
--------------------------- Director
Harry G. Pappas, Jr.
July 17, 1998
*
--------------------------- Director
Michael S. Witlin
July 17, 1998
* By: /s/ JOSEPH K. RENSIN
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Joseph K. Rensin
Attorney-in-fact
</TABLE>
<PAGE>
Exhibit 5
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3018
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
July 16, 1998
Creditrust Corporation
7000 Security Boulevard
Baltimore, Maryland 21244
Re: Registration Statement on Form S-1
Dear Sirs:
We have acted as counsel to Creditrust Corporation, a Maryland corporation
(the "Company"), in connection with the Company's Registration Statement filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to up to 2,300,000 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock").
In this capacity, we have examined the Company's Charter and By-Laws, the
proceedings of the Board of Directors of the Company relating to the issuance of
the Common Stock and such other documents, instruments and matters of law as we
have deemed necessary to the rendering of this opinion. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity with originals of all
documents submitted to us as copies.
Based upon the foregoing, we are of the opinion and advise you that each of
the shares of Common Stock described in the Registration Statement has been duly
authorized and, upon sale of such Common Stock as contemplated by the
Registration Statement, will be validly issued, fully paid and nonassessable.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters". In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act of the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ Piper & Marbury L.L.P.
