<PAGE>
As filed with the Securities and Exchange Commission on January 20, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREDITRUST CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1754916
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
7000 Security Boulevard
Second Floor
Baltimore, Maryland 21244-2543
(Address of principal executive offices) (Zip Code)
CREDITRUST CORPORATION 1998 STOCK INCENTIVE PLAN
CREDITRUST CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service:) (Copy to:)
JOSEPH K. RENSIN HENRY D. KAHN, ESQUIRE
Creditrust Corporation Piper & Marbury L.L.P.
7000 Security Blvd, 2nd Floor 36 South Charles Street
Baltimore, Maryland 21244-2543 Baltimore, Maryland 21201
(410) 594-7000 (410) 539-2530
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
to be Offering Aggregate Registration
Title of Securities to be Registered Registered Price Per Unit(3) Offering Price(3) Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 900,000 (1)(2) $23.19 $20,871,000 $5,803
================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement also covers an indeterminate number of
shares of Common Stock that may be offered or issued by reason of stock splits,
stock dividends or similar transactions and indeterminate of plan participation
interest to be offered or sold pursuant to the 1998 Employee Stock Purchase Plan
as described herein.
(2) 800,000 shares are issuable with respect to the 1998 Stock Incentive Plan
and 100,000 shares are issuable with respect to the 1998 Employee Stock Purchase
Plan.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h). The proposed maximum offering price per share, proposed
maximum aggregate offering price and the amount of the registration fee are
based on the average of the high and low prices of Creditrust Corporation Common
Stock reported on the Nasdaq National Market on January 15, 1999 (i.e.,
$23.19).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in this Form S-8 Registration Statement pursuant to
introductory Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Prospectus filed pursuant to Rule 424(b) on July 30, 1998;
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"),
since the end of the fiscal year covered by the document referred
to in (a) above;
(c) Description of Common Stock of the Registrant contained or
incorporated in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or
reports filed for the purpose of updating such description; and
(d) Preliminary Prospectus included in the Registration Statement on
Form S-1 (relating to the Offering of 3,000,000 shares of Common
Stock) filed on January 26, 1999.
All documents subsequently filed by the Registrant with the Commission
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 have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference into this Registration Statement
and to be a part of this Registration Statement from the date of filing of such
documents.
Pursuant to Rule 412(a), any statement contained in a document
incorporated or deemed to be incorporated by reference shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained in the subsequently filed document which is also
incorporated by reference modifies or replaces such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
As permitted by the Maryland General Corporation Law ("MGCL"), Article
Seventh, Paragraph (5) of the Registrant's Amended and Restated Charter
("Registrant's Charter") provides for indemnification of directors and officers
of the Registrant, as follows:
The Corporation shall indemnify (A) its directors and officers, whether
serving the Corporation or at its request any other entity, to the full
extent required or permitted by the Maryland General Corporation Law
now or hereafter in force, including the advance of expenses under the
procedures and to the full extent permitted by law and (B) other
employees and agents to such extent as shall be authorized by the Board
of Directors or the Corporation's By Laws and be
2
<PAGE>
permitted by law. The foregoing rights of indemnification shall not be
exclusive of any other rights to which those seeking indemnification
may be entitled. The Board of Directors may take such action as is
necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such
by-laws, resolutions or contracts implementing such provisions or such
further indemnification arrangements as may be permitted by law. No
amendment of the Charter of the Corporation or repeal of any of its
provisions shall limit or eliminate the right to indemnification
provided hereunder with respect to acts or omissions occurring prior to
such amendment or repeal.
Also, the Registrant's By-Laws contain indemnification procedures that
implement the indemnification provisions of the Registrant's Charter. The MGCL
permits a corporation to indemnify its directors and officers, among others,
against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceedings to which they may
be a party by reason of their service in those or other capacities, unless it is
established that (a) the act or omission of the director or officer was material
to the matter giving rise to such proceedings and (i) was committed in bad faith
or (ii) was the result of active and deliberate dishonesty, (b) the director or
officer actually received an improper personal benefit in money, property or
services, or (c) in the case of any criminal proceedings, the director or
officer had reasonable cause to believe that the action or omission was
unlawful.
As permitted by the MGCL, Article Seventh, Paragraph (6) of the
Registrant's Charter provides for limitation of liability of directors and
officers of the Registrant, as follows:
To the fullest extent permitted by Maryland law, as amended or
interpreted, no director or officer of this Corporation shall be
personally liable to the Corporation or its stockholders for money
damages. No amendment of the Charter of the Corporation or repeal of
any of its provisions shall limit or eliminate the limitation on
liability provided to directors and officers hereunder with respect to
any act or omission occurring prior to such amendment or repeal.
The MGCL permits the charter of a Maryland corporation to include a
provision limiting the liability of its directors and officers to the
corporation and its stockholders for money damages, except to the extent that
(i) the person actually received an improper benefit or profit in money,
property or services or (ii) a judgment or other final adjudication is entered
in a proceeding based on a finding that the person's action, or failure to act,
was the result of active and deliberate dishonesty and was material to the cause
of action adjudicated in the proceeding.
As permitted under Section 2-418(k) of the MGCL, the Registrant has
purchased and maintains insurance on behalf of its directors and officers
against any liability asserted against such directors and officers in their
capacities as such, whether or not the Registrant would have the power to
indemnify such persons under the provisions of Maryland law governing
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Amended and Restated Charter (incorporated by reference from Exhibit
1 of the Company's Registration Statement on Form 8-A/A dated August
5, 1998 (File No.000-24619)
3
<PAGE>
4.2 By-Laws (incorporated by reference from Exhibit 2 of the Company's
Registration Statement on Form 8-A/A dated August 5, 1998 (File No.
000-24619)
4.3 1998 Stock Incentive Plan (incorporated by reference from Exhibit
10.1 of the Company's Registration Statement on Form S-1/A dated July
28, 1998 (No. 333-50103)
4.4 1998 Employee Stock Purchase Plan (incorporated by reference from
Exhibit 10.2 of the Company's Registration Statement on Form S-1/A
dated July 28, 1998 (No. 333-50103)
5.0 Opinion of Piper & Marbury L.L.P., counsel for the Registrant,
regarding the legal validity of the shares of Common Stock being
registered for issuance under the Plans (filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0)
23.2 Consent of Independent Auditors (filed herewith)
24.0 Power of Attorney (included on Signature Page)
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(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 this Registration Statement;
(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.
Paragraphs (l)(i) and (l)(ii) above do not apply if 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 Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose 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.
---- ----
(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.
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
4
<PAGE>
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 directors, 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 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.
5
<PAGE>
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 Baltimore, State of Maryland, on the 20th day of
January, 1999.
CREDITRUST CORPORATION
By: /s/ Joseph K. Rensin
-----------------------------------
Joseph K. Rensin
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the 1998 Employee Stock Purchase Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baltimore, State of Maryland, on the 20th day of
January, 1999.
CREDITRUST CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
By: /s/ Joseph K. Rensin
----------------------------------
Name: Joseph K. Rensin
Title: Chairman of the Board and
Chief Executive Officer
6
<PAGE>
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph K. Rensin (with full power to each of them
to act alone) as his or her true and lawful attorney-in-fact and agent, with
full power of substitution, for him or her and in his or her name, place and
stead in any and all capacities to sign (1) a registration statement on Form S-1
any or all amendments or post-effective amendments to this Registration
Statement, including amendments made pursuant to Rule 462 under the Securities
Act of 1933, as amended, relating to a public offering of approximately
3,000,000 shares of Common Stock of Creditrust Corporation, (2) a registration
statement on Form S-1 any or all amendments or post-effective amendments to this
Registration Statement, including amendments made pursuant to Rule 462 under the
Securities Act of 1933, as amended, relating to a shelf registration of 450,000
shares of Common Stock issuable upon exercise of certain warrants, and (3) a
registration statement on Form S-8 relating to Creditrust's employee stock
option and employee stock purchase plans, and to file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, to sign any and all applications, registration statements,
notices or other document necessary or advisable to comply with the applicable
state securities laws, and to file the same, together with all other documents
in connection therewith, with the appropriate state securities authorities,
granting unto said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, 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 might or could do in
person, thereby ratifying and confirming all that said attorneys-in-fact and
agents of any of them, or their or his substitute or substitutes, may lawfully
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.
<TABLE>
<CAPTION>
Name Title Date
----- ----- ----
<S> <C> <C>
Chairman, President, Chief Executive January __, 1999
- ------------------------------ Officer and Director
Joseph K. Rensin
/s/ Frederick W. Glassberg Director January 14, 1999
- ------------------------------
Frederick W. Glassberg
/s/ John G. Moran Director January 18, 1999
- ------------------------------
John G. Moran
/s/ Michael S. Witlin Director January 18, 1999
- ------------------------------
Michael S. Witlin
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
<S> <C> <C>
4.1 Amended and Restated Charter (incorporated by reference from Exhibit
1 of the Company's Registration Statement on Form 8-A/A dated August --
5, 1998 (File No.000-24619)
4.2 By-Laws (incorporated by reference from Exhibit 2 of the Company's
Registration Statement on Form 8-A/A dated August 5, 1998 (File No. --
000-24619)
4.3 1998 Stock Incentive Plan (incorporated by reference from Exhibit
10.1 of the Company's Registration Statement on Form S-1/A dated July --
28, 1998 (No. 333-50103)
4.4 1998 Employee Stock Purchase Plan (incorporated by reference from
Exhibit 10.2 of the Company's Registration Statement on Form S-1/A
dated July 28, 1998 (No. 333-50103)
5.0 Opinion of Piper & Marbury L.L.P., counsel for the Registrant,
regarding the legal validity of the shares of Common Stock being 9
registered for issuance under the Plans (filed herewith)
23.1 Consent of Counsel (contained in Exhibit 5.0) --
23.2 Consent of Independent Auditors (filed herewith) 10
24.0 Power of Attorney (included on Signature Page) --
</TABLE>
<PAGE>
Exhibit 5.0
PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201-3010
410-539-2530 WASHINGTON
FAX: 410-539-0489 NEW YORK
PHILADELPHIA
EASTON
January 20, 1999
Creditrust Corporation
7000 Security Boulevard
Second Floor
Baltimore, Maryland 21244-2543
Ladies and Gentlemen:
We have acted as counsel to Creditrust Corporation, a Maryland corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") registering 900,000 shares of Common Stock, par value
$.01 per share (the "Plan Shares"), issuable pursuant to the exercise of stock
options or other awards granted under the 1998 Stock Incentive Plan and the 1998
Employee Stock Purchase Plan (the "Plans").
We have examined copies of the Company's Amended and Restated Charter,
By-Laws, the Plans, all resolutions adopted by the Company's Board of Directors
relating to the above and other records and documents that we have deemed
necessary for the purpose of this opinion. We have also examined such other
documents, papers, statutes and authorities as we have deemed necessary to form
a basis for this opinion. In our examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us. As to various questions of fact material to this opinion, we have relied
on statements and certificates of officers and representatives of the Company
and others.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Maryland.
2. The Plan Shares issuable under the Plans have been duly authorized
and will be (when issued, sold and delivered as authorized) validly issued,
fully paid and non-assessable.
The opinions set forth herein are limited to matters governed by the laws
of the State of Maryland, and we express no opinion as to any other laws.
We hereby consent to the filing of this opinion as Exhibit 5.0 to the
Registration Statement and to the reference to us under Item 5 of this
Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
<PAGE>
Exhibit 23.2
[LETTERHEAD OF GRANT THORNTON APPEARS HERE]
Consent of Independent Certified Public Accountants
We have issued our report dated February 24, 1998, accompanying the financial
statements of Creditrust Corporation appearing in the Registration Statement
(Form S-1) for the years ended December 31, 1995, 1996 and 1997, which are
incorporated by reference in the Registration Statement (Form S-8). We consent
to the incorporation by reference in the Registration Statement of the
aforementioned reports.
/s/ Grant Thornton LLP
Vienna, Virginia
January 20, 1999
