<PAGE>
As filed with the Securities and Exchange Commission on November 10, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
UNITED PANAM FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 95-3211687
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1300 South El Camino Real 94402
San Mateo, California (Zip code)
(Address of principal executive offices)
-------------------
1997 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
-------------------
LAWRENCE J. GRILL
President and Chief Executive Officer
United PanAm Financial Corp.
1300 South El Camino Real
San Mateo, California 94402
(Name and address of agent for service)
(650) 345-1800
(Telephone number, including area code, of agent for service)
Copy to:
PAUL H. IRVING, ESQ.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered (1) per share (2) offering price fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,287,500 $4.9375 $11,294,531.25 $3,140
===================================================================================
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares of Common
Stock as may be issued upon exercise of options granted under the 1997
Employee Stock Incentive Plan as a result of the adjustment provisions
thereof.
(2) Estimated solely for purposes of calculating the amount of the registration
fee pursuant to Rule 457 based upon the average of the high and low prices
of the Common Stock as reported on The Nasdaq National Market on November
4, 1998.
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act"), and are
incorporated herein by reference.
Item 1. Plan Information.
----------------
a. Prospectus for the 1997 Employee Stock Incentive Plan
b. 1997 Employee Stock Incentive Plan
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
The written statement required to be provided to participants
pursuant to this Item 2 is set forth in the Prospectus referred to in Item 1
above.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
United PanAm Financial Corp. (the "Registrant") hereby files this
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") to register 2,287,500 shares (the "Shares") of the
Registrant's Common Stock for issuance pursuant to the Registrant's 1997
Employee Stock Incentive Plan (the "Plan"), and such indeterminate number of
shares as may become available under the Plan as a result of the adjustment
provisions thereof.
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents previously filed by the Registrant with the
Commission are incorporated in this Registration Statement by reference:
(a) The Registrant's Prospectus dated April 23, 1998, filed with the
Commission pursuant to Rule 424(b), which contains audited financial
statements for the fiscal year ended December 31, 1997;
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year ended December 31,
1997; and
(c) The description of the Common Stock of the Registrant contained
in the Registrant's Registration Statement on Form 8-A, as declared
effective by the Commission on April 23, 1998, including any amendment
or report filed for the purpose of updating such information.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement made in a document incorporated or deemed to be
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 which is also
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.
-----------------------------------------
Section 204 of the General Corporation Law of the State of California
(the "California Law") permits the limitation of the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
shareholders under certain conditions and subject to certain limitations.
II-1
<PAGE>
Section 317 of the California Law (i) permits indemnification of
directors, officers, employees and other agents of the corporation under certain
conditions and subject to certain limitations and (ii) provides that the
corporation has the power to purchase and maintain insurance on behalf of its
directors, officers, employees and other agents against any liability asserted
against or incurred by them in such capacity or arising out of their status as
such.
Article Seven of the Articles of Incorporation of the Registrant
provides as follows:
SEVEN: The liability of the directors of this corporation
-----
for monetary damages shall be eliminated to the fullest
extent permissible under California law. This corporation
is authorized to provide indemnification of agents (as
defined in Section 317 of the California Law) through
bylaw provisions, agreements with agents, vote of
shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by
Section 317 of the California Law, subject only to the
applicable limits set forth in Section 204 of the
California Law with respect to actions for breach of duty
to the corporation and its shareholders. This corporation
is authorized to purchase and maintain insurance on behalf
of its agents against any liability asserted against or
incurred by the agent in such capacity or arising out of
the agent's status as such from a company, the shares of
which are owned in whole or in part by this corporation,
provided that any policy issued by such company is limited
to the extent required by applicable law. Any repeal or
modification of the foregoing provisions of this Article
SEVEN by the shareholders of this corporation shall not
adversely affect any right or protection of an agent of
this corporation existing at the time of that repeal or
modification.
Section 3.16 of the Bylaws of the Registrant provides as follows:
Section 3.16 Indemnification of Directors, Officers, Employees, and
------------------------------------------------------
Other Agents.
- ------------
(a) The corporation shall, to the maximum extent and
in the manner permitted by the California Corporations
Code ("Code"), indemnify each of its directors against
expenses (as defined in Section 317(a) of the Code),
judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with any proceeding
(as defined in Section 317(a) of the Code), arising by
reason of the fact that such person is or was an agent of
the corporation. For purposes of this Section 3.16, a
"director" of the corporation includes any person (i) who
is or was a director of the corporation, (ii) who is or
was serving at the request of the corporation as a
director of another corporation, partnership, joint
venture, trust or other enterprise, or (iii) who was a
director of a corporation which was a predecessor
corporation of the corporation or of another enterprise at
the request of such predecessor corporation.
(b) The corporation shall have the power, to the
extent and in the manner permitted by the Code, to
indemnify each of its officers, employees and agents
against expenses (as defined in Section 317(a) of the
Code), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any
proceeding (as defined in Section 317(a) of the Code),
arising by reason of the fact that such person is or was
an officer, employee or agent of the corporation. For
purposes of this Section 3.16, an "officer," "employee" or
"agent" of the corporation includes any person (i) who is
or was an officer, employee or agent of the corporation,
(ii) who is or was serving at the request of the
corporation as an officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, or (iii) who was an officer, employee or agent
of the corporation
II-2
<PAGE>
which was a predecessor corporation of the corporation or
of another enterprise at the request of such predecessor
corporation.
(c) Expenses incurred in defending any civil or criminal
action or proceeding for which indemnification is required
pursuant to Section 3.16(a) shall be paid by the
corporation in advance of the final disposition of such
action or proceeding upon receipt of an undertaking by or
on behalf of the indemnified party to repay such amount if
it shall ultimately be determined that the indemnified
party is not entitled to be indemnified as authorized in
this Section 3.16. Expenses incurred in defending any
civil or criminal action or proceeding for which
indemnification is permitted pursuant to Section 3.16(b)
may be paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of
an undertaking by or on behalf of the indemnified party to
repay such amount if it shall ultimately be determined
that the indemnified party is not entitled to be
indemnified as authorized in this Section 3.1 6.
(d) The indemnification provided by this Section 3.16
shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official
capacity and as to action in another capacity while
holding such office, to the extent that such additional
rights to indemnification are authorized in the Articles
of Incorporation.
(e) The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was
an agent of the corporation against any liability asserted
against or incurred by such person in such capacity or
arising out of such person's status as such, whether or
not the corporation would have the power to indemnify him
against such liability under the provisions of this
Section 3.16.
(f) No indemnification or advance shall be made under
this Section 3.16, except where such indemnification or
advance is mandated by law or the order, judgment or
decree of any court of competent jurisdiction, in any
circumstance where it appears:
(1) That it would be inconsistent with a provision
of the Articles of Incorporation, these Bylaws, a
resolution of the shareholders or an agreement in effect
at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(2) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
The Registrant has entered into indemnification agreements with
certain of its directors and executive officers which require the Registrant to
indemnify such persons to the fullest extent permitted by applicable law.
The Registrant maintains an insurance policy pursuant to which the
directors and officers of the Registrant are insured, within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been such directors and officers.
II-3
<PAGE>
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit
Number Description
------ -----------
3.1(1) Articles of Incorporation of the Registrant.
3.2(1) Bylaws of the Registrant.
5.1 Opinion of Manatt, Phelps & Phillips, LLP.
23.1 Consent of Manatt, Phelps & Phillip, LLP (see Exhibit 5.1).
23.2 Consent of Independent Auditors (KPMG Peat Marwick LLP).
24.1 Power of Attorney (See page II-6).
99.1(2) 1997 Employee Stock Incentive Plan.
_________________________
(1) Filed as an exhibit to Amendment No. 4 to the Registration Statement on
Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941),
and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Registration Statement on Form S-1
filed with the Commission on November 12, 1997 (File No. 333-39941), and
incorporated herein by reference.
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:
(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 this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if this Registration Statement is on Form S-3 or 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 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.
II-4
<PAGE>
(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
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 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or 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 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, 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
(d) 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 Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are 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.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on this 30th day of
October, 1998.
UNITED PANAM FINANCIAL CORP.
By /s/ Lawrence J. Grill
----------------------------------------------------
Lawrence J. Grill, President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Lawrence J. Grill and Carol Bucci
his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Commission, granting unto each said attorney-in-fact and
agent with 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, hereby ratifying and
confirming all that each said attorney-in-fact and agent, or his substitute, 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
--------- ----- ----
<S> <C> <C>
/s/ Guillermo Bron Chairman of the Board October 30, 1998
- ---------------------------
Guillermo Bron
/s/ Lawrence J. Grill President, Chief Executive Officer, Secretary October 30, 1998
- ---------------------------
Lawrence J. Grill and Director (Principal Executive Officer)
/s/ Carol Bucci Senior Vice President, Treasurer and Chief October 30, 1998
- ---------------------------
Carol Bucci Financial Officer (Principal Financial and
Accounting Officer)
/s/ Stephen W. Haley Senior Vice President - Compliance and Risk October 30, 1998
- ---------------------------
Stephen W. Haley Management
/s/ John T. French Director October 30, 1998
- ---------------------------
John T. French
/s/ Edmund M. Kaufman Director October 30, 1998
- ---------------------------
Edmund M. Kaufman
/s/ Daniel L. Villanueva Director October 30, 1998
- ---------------------------
Daniel L. Villanueva
/s/ Luis Maizel Director October 30, 1998
- ---------------------------
Luis Maizel
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1(1) Articles of Incorporation of the Registrant.
3.2(1) Bylaws of the Registrant.
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1).
23.2 Consent of Independent Auditors (KPMG Peat Marwick LLP).
24.1 Power of Attorney (See page II-6).
99.1(2) 1997 Employee Stock Incentive Plan.
_________________________
(1) Filed as an exhibit to Amendment No. 4 to the Registration Statement on
Form S-1 filed with the Commission on April 23, 1998 (File No. 333-39941),
and incorporated herein by reference.
(2) Filed as an exhibit to the Registrant's Registration Statement on Form S-1
filed with the Commission on November 12, 1997 (File No. 333-39941), and
incorporated herein by reference.
<PAGE>
Exhibit 5.1
-----------
[LETTERHEAD OF MANATT,
PHELPS & PHILLIPS, LLP
APPEARS HERE]
November 10, 1998
United PanAm Financial Corp.
1300 South El Camino Real
San Mateo, California 94402
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to be filed by United PanAm Financial Corp.,
a California corporation (the "Company"), with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of 2,287,500 shares of the
Company's common stock (the "Common Stock"), that may be issued in the aggregate
upon the exercise of awards granted under the Company's 1997 Employee Stock
Incentive Plan (the "Plan").
In rendering this opinion, we have examined only the following
documents and records:
1. The Articles of Incorporation of the Company, as certified by the
California Secretary of State as of November 4, 1998;
2. The Bylaws of the Company, as certified by the Secretary of the
Company as of November 10, 1998;
3. The Plan;
4. The forms of Incentive Stock Option Agreement, Non-Qualified
Stock Option Agreement and Restricted Stock Agreement
(collectively the "Agreements") to be used in connection with the
Plan;
5. Resolutions adopted by the Company's Board of Directors as of
April 20, 1998 and October 30, 1998 and by the shareholders of
the company as of April 20, 1998, pertaining to the adoption of
the Plan, the Agreements and the Registration Statement; and
6. The Registration Statement.
With respect to the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to originals of all documents submitted to us as
certified or reproduced copies. We also have obtained from the officers of the
Company certificates as to such factual matters as we consider necessary for the
purpose of this opinion and, insofar as this opinion is based on such matters of
fact, we have relied on such certificates. We did not independently verify the
matters set forth in such certificates.
Based solely upon the foregoing and assuming, without further inquiry,
that (i) all awards granted under the Plan to date have been, and all awards to
be granted under the Plan will be, duly and validly granted in accordance with
the terms of the Plan, (ii) the consideration for the shares of Common Stock to
be issued pursuant to such awards will be received prior to the issuance
thereof, (iii) the shares of Common Stock to be issued pursuant to such awards
<PAGE>
United PanAm Financial Corp.
November 10, 1998
Page 2
will be issued in accordance with the terms of the Plan and the applicable
Agreements, (iv) the Registration Statement will become effective under the
Securities Act prior to the issuance of any shares of Common Stock under the
Plan and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or be pending before the SEC, (v) prospectuses will be updated
and delivered to participants in the Plan as required by the Securities Act and
the rules and regulations promulgated by the SEC thereunder, and (vi) the grant
of awards under the Plan and the issuance of shares of Common Stock pursuant to
such awards will comply with the securities laws of each state or jurisdiction
applicable thereto (other than the Securities Act), upon which assumptions the
following opinion is expressly conditioned, it is the opinion of the undersigned
that the 2,287,500, shares of Common Stock issuable by the Company upon the
exercise of awards granted pursuant to the Plan will be, when issued and
delivered against payment therefor in accordance with the Plan, the applicable
Agreements and the Registration Statement, duly authorized, validly issued,
fully paid and non-assessable.
This opinion is limited to the General Corporation Law of the State of
California and the Securities Act and the rules and regulations promulgated by
the SEC thereunder, to present judicial interpretations thereof and to facts as
they presently exist. In rendering this opinion, we have no obligation to
revise or supplement it should the current laws of the State of California or
the Securities Act or such rules and regulations be changed by legislative
action, judicial decision or otherwise or if we become aware of any facts that
change the opinion expressed herein after the date hereof.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related document, nor is it to be filed
with or furnished to any government agency or other person, without the prior
written consent of the undersigned in each instance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
2
<PAGE>
Exhibit 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
United PanAm Financial Corp.:
We consent to the use of our report dated March 6, 1998 with respect to the
consolidated financial statements of United PanAm Financial Corp. incorporated
herein by reference from the Prospectus of United PanAm Financial Corp. dated
April 23, 1998. Our report refers to a change in the Company's method of
accounting for transfers and servicing of financial assets in 1997
/s/ KPMG PEAT MARWICK LLP
San Francisco, California
November 4, 1998
