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As filed with the Securities and Exchange Commission on May 29, 1998
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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ROCK FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Michigan 38-2603955
- ----------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30600 Telegraph Road, Fourth Floor
Bingham Farms, Michigan 48025
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(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED ROCK FINANCIAL CORPORATION
1996 STOCK OPTION PLAN
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(Full title of the plan)
Daniel Gilbert
Chairman of the Board and Chief Executive Officer
Rock Financial Corporation
30600 Telegraph Road, Fourth Floor
Bingham Farms, Michigan 48025
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(Name and address of agent for service)
(248) 540-8000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
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<S> <C> <C> <C> <C>
Common Shares (1) 1,908,184 shares $4.68 (2) $8,930,301.12
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Common Shares 184,000 shares $7.00 (2) $1,288,000.00
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Common Shares 888,500 shares $10.00 (2) $8,885,000.00
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Common Shares 1,189,316 shares $11.21875 (3) $13,342,638.88
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Total 4,170,000 shares $32,445,940.00 $9,571.55
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</TABLE>
(1) $0.01 par value per share (the "Common Shares").
(2) Calculated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee and based on the exercise price of the options.
(3) Calculated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee and based on the average of the high and low
prices of the Common Shares, as quoted on The Nasdaq National Market,
on May 26, 1998.
Page -1- of -10- Pages
Exhibit Index is on Page -8-
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in this
registration statement:
1. The Prospectus dated May 1, 1998 (the "IPO Prospectus"), of Rock
Financial Corporation (the "Registrant"), in connection with the
Registrant's Registration Statement on Form S-1 (file no. 333-46885)
effective May 1, 1998 (the "Registration Statement on Form S-1"), as
filed with the Securities and Exchange Commission (the "Commission"),
pursuant to Rule 424(b) under the Securities Act of 1993, as amended
(the "Securities Act").
2. The description of the Registrant's Common Shares included in the
IPO Prospectus, in connection with the Registration Statement on Form
S-1, under the caption "Description of Capital Stock" on pages 72
through 74 of the IPO Prospectus and incorporated by reference into the
Registrant's Registration Statement on Form 8-A effective May 1, 1998
and filed with the Commission pursuant to the Exchange Act, 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 Securities Exchange Act of 1934 (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 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 of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act permits Michigan corporations to
limit the personal liability of directors for breaches of their fiduciary
duties. The Restated Articles of Incorporation of the Registrant so limit the
liability of directors. The Registrant's Amended and Restated Bylaws also
provide for indemnification of directors and officers.
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The Restated Articles of Incorporation limit director liability to the
maximum extent permitted by Michigan law. Michigan law allows the articles of
incorporation of a Michigan corporation to contain a provision eliminating or
limiting a director's liability to the corporation or its shareholders for money
damages for any action taken or any failure to take any action as a director,
except for liability for specified acts. These provisions, however, do not
affect liability under the Securities Act.
The Michigan Business Corporation Act authorizes a corporation under
specified circumstances to indemnify its directors and officers (including
reimbursement for expenses incurred). The provisions of the Registrant's Amended
and Restated Bylaws relating to indemnification of directors and executive
officers generally provide that directors and executive officers will be
indemnified to the fullest extent permissible under Michigan law. The provision
also provides for the advancement of litigation expenses at the request of a
director or executive officer. These obligations are broad enough to permit
indemnification with respect to liabilities arising under the Securities Act or
the Michigan Uniform Securities Act.
In addition, the Registrant has obtained directors' and officers'
liability insurance. The policy provides for $10,000,000 in coverage, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Articles of Incorporation of Rock Financial
Corporation, incorporated by reference to Exhibit 3(i) to the
Registration Statement on Form S-1 (file no. 333-46885), filed
with the Commission on February 25, 1998.
4.2 Amended and Restated Bylaws of Rock Financial Corporation,
incorporated by reference to Exhibit 3(ii) to the Registration
Statement on Form S-1 (file no. 333-46885), filed with the
Commission on February 25, 1998.
5.1 Opinion of Honigman Miller Schwartz and Cohn.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Honigman Miller Schwartz and Cohn (included in the
opinion filed as Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney (included after the signature of the
Registrant contained on page -6- of this Registration
Statement).
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99.1 Amended and Restated Rock Financial Corporation 1996 Stock
Option Plan, incorporated by reference to Exhibit 10.1 to the
Registration Statement on Form S-1 (file no. 333-46885), filed
with the Commission on February 25, 1998.
99.2 Form of Stock Option Agreements, granted under the 1996 Stock
Option Plan, incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form S-1 (file no. 333-46885), filed
with the Commission on February 25, 1998.
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;
(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 thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(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 Exchange Act that are
incorporated by reference in this Registration Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, 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 that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
EXPERTS
The financial statements incorporated in this Registration Statement
and in the prospectus related to this Registration Statement by reference have
been audited by KPMG Peat Marwick LLP, independent auditors, as stated in their
report which is incorporated in this Registration Statement and such prospectus
by reference, and have been so incorporated in reliance upon the report of such
firm given upon the authority of such firm as experts in accounting and
auditing.
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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 Bingham Farms, State of Michigan, on May 27, 1998.
ROCK FINANCIAL CORPORATION
By: /s/ DANIEL GILBERT
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Daniel Gilbert
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned
officers and directors of ROCK FINANCIAL CORPORATION, a Michigan corporation
(the "Registrant"), hereby constitutes and appoints Daniel Gilbert, Richard
Chyette and Frank E. Plenskofski, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, each with the power of
substitution for him in any and all capacities, with full power and authority in
said attorneys-in-fact and agents and in any one or more of them, to sign,
execute and affix his seal thereto and file the proposed registration statement
on Form S-8 to be filed by the Registrant under the Securities Act, which
registration statement relates to the registration and issuance of the
Registrant's Common Shares, par value $0.01 a share, pursuant to the Amended and
Restated Rock Financial Corporation 1996 Stock Option Plan, and any of the
documents relating to such registration statement; any and all amendments to
such registration statement, including any amendment thereto changing the amount
of securities for which registration is being sought, and any post-effective
amendment, with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority; granting unto said attorneys, and
each of them, 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 in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
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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 date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ DANIEL GILBERT Chairman of the Board, May 27, 1998
- ------------------------------------ Chief Executive Officer and Director
Daniel Gilbert (Principal Executive Officer)
/s/ FRANK E. PLENSKOFSKI Chief Financial Officer May 27, 1998
- ------------------------------------ (Principal Financial Officer and
Frank E. Plenskofski Principal Accounting Officer)
/s/ STEVEN M. STONE Director May 27, 1998
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Steven M. Stone
/s/ GARY L. GILBERT Director May 27, 1998
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Gary L. Gilbert
/s/ DAVID A. BRANDON Director May 27, 1998
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David A. Brandon
/s/ DAVID KATZMAN Director May 27, 1998
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David Katzman
/s/ ROBERT V. SCHECHTER Director May 27, 1998
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Robert V. Schechter
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INDEX TO EXHIBITS
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Exhibit
Number Description Page
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4.1 Restated Articles of Incorporation of Rock Financial N/A
Corporation, incorporated by reference to Exhibit
3(i) to the Registration Statement on Form S-1 (file
no. 333-46885), filed with the Commission on February
25, 1998.
4.2 Amended and Restated Bylaws of Rock Financial N/A
Corporation, incorporated by reference to Exhibit
3(ii) to the Registration Statement on Form S-1 (file
no. 333-46885), filed with the Commission on February
25, 1998.
5.1 Opinion of Honigman Miller Schwartz and Cohn. 9
23.1 Consent of KPMG Peat Marwick LLP. 10
23.2 Consent of Honigman Miller Schwartz and Cohn 9
(included in the opinion filed as Exhibit 5.1 to this
Registration Statement).
24.1 Powers of Attorney (included after the signature of 6
the Registrant contained on page 6 of this
Registration Statement).
99.1 Amended and Restated Rock Financial Corporation 1996 N/A
Stock Option Plan incorporated by reference to
Exhibit 10.1 to the Registration Statement on Form
S-1 (file no. 333-46885), filed with the Commission
on February 25, 1998.
99.2 Form of Stock Option Agreement, granted under N/A
the 1996 Stock Option Plan, incorporated by reference
to Exhibit 10.2 to the Registration Statement (file
no. 333-46885), filed with the Commission on February
25, 1998.
</TABLE>
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EXHIBIT 5.1
[HONGIMAN MILLER SCHWARTZ AND COHN LETTERHEAD]
May 27, 1998
Rock Financial Corporation
30600 Telegraph Road, Fourth Floor
Bingham Farms, Michigan 48025
Ladies and Gentlemen:
We have represented Rock Financial Corporation, a Michigan corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement"), for registration under the
Securities Act of 1933, as amended (the "Securities Act"), of a maximum of
4,170,000 of the Company's Common Shares, par value $.01 per share (the "Common
Shares"), issued or to be issued pursuant to options granted under the Amended
and Restated Rock Financial Corporation 1996 Stock Option Plan (the "Plan").
Based upon our examination of such documents and other matters as we
deem relevant, it is our opinion that (i) the Common Shares to be offered by the
Company under the Plan pursuant to the Registration Statement have been duly
authorized and, (ii) when issued and sold by the Company in accordance with the
Plan and the stock options exercised thereunder, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ HONIGMAN MILLER SCHWARTZ AND COHN
HONIGMAN MILLER SCHWARTZ AND COHN
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Rock Financial Corporation (the "Registrant") on Form S-8 of our
report dated February 18, 1998 appearing in the Prospectus dated May 1, 1998, of
the Registrant, in connection with the Registrant's Registration Statement on
Form S-1 (file no. 333-46885) effective May 1, 1998, as filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, and to the reference to us under the heading "Experts" in this
Registration Statement.
/s/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Detroit, Michigan
May 28, 1998
