As filed with the Securities and Exchange Commission on October 23, 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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COUNTRYWIDE CREDIT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4083087
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4500 Park Granada 91302
Calabasas, CA
(Address of Principal Executive Offices) (Zip Code)
Countrywide Credit Industries, Inc.
1993 Stock Option Plan
(As Amended and Restated as of March 27, 1996)
(Full title of the Plan)
Sandor E. Samuels
General Counsel
4500 Park Granada
Calabasas, CA 91302
(Name and address of agent for service)
(818) 225-3505
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Number of shares Proposed maximum offering
to be registered to be registered price per share
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Common Stock, 5,500,000 shares $39.03125
$.05 par value per share
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Proposed maximum aggregate Amount of Registration Fee
offering price 1
$214,671,875 $59,679
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Explanatory Note
Pursuant to general instruction E to Form S-8 under the Securities Act
of 1933, as amended, this Registration Statement relates to the amendment of the
1993 Stock Option Plan (As Amended and Restated as of March 17, 1996), as
amended, to increase the number of shares of the registrant's common stock
available for issuance upon the exercise of stock options under such stock
option plan from 10,500,000 to 16,000,000 (an increase of 5,500,000 shares).
The contents of the registrant's Registration Statements on Form S-8
(File Nos. 33-69498 and 33-08638) filed with the Securities and Exchange
Commission on September 28, 1993 and March 28, 1997, respectively, are
incorporated by reference herein.
PART II
Item 1. Exhibits
4 Amendment No. 2 to the 1993 Stock Option Plan (As Amended and
Restated as of March 17, 1996)
5 Opinion of Sandor E. Samuels, General Counsel of the registrant as to
the legality of the Common Stock being registered.
23.1 Consent of Grant Thornton, LLP, Independent Auditors.
23.2 Consent of Sandor E. Samuels (included in Opinion filed as Exhibit 5).
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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 Calabasas, State of California, on the 23rd day of
October, 1998.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/ David S. Loeb
David S. Loeb
Chairman and President
Signatures Title Date
/s/ David S. Loeb Chairman of the Board October 23, 1998
David S. Loeb of Directors and President
(Principal Executive
Officer); Director
/s/ Angelo R. Mozilo Chief Executive Officer and October 23, 1998
- --------------------- Vice Chairman of the Board of
Angelo R. Mozilo Directors;Director
/s/ Carlos M. Garcia Managing Director - Finance October 23, 1998
Carlos M. Garcia Chief Financial Officer and
Chief Accounting Officer
(Principal Financial and
Accounting Officer)
Jeffrey M. Cunningham Director October 23, 1998
/s/ Robert J. Donato Director October 23, 1998
- ---------------------
Robert J. Donato
/s/ Michael E. Dougherty Director October 23, 1998
- -------------------------
Michael E. Dougherty
/s/ Ben M. Enis Director October 23, 1998
- -----------------------
Ben M. Enis
/s/ Edwin Heller Director October 23, 1998
- -----------------------
Edwin Heller
/s/ Harley W. Snyder Director October 23, 1998
- ----------------------
Harley W. Snyder
<PAGE>
EXHIBIT 4
AMENDMENT NUMBER FIVE
COUNTRYWIDE CREDIT INDUSTRIES, INC.
1993 STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF MARCH 27, 1996)
WHEREAS, Countrywide Credit Industries, Inc. ( the "Company" ) desires to amend
its 1993 Stock Option Plan, amended and restated as of March 27, 1996, (the
"Plan"), to allow for the increase of the maximum number of Shares that may be
made the subject of Options granted;
NOW, THEREFORE, the Plan shall be amended as follows effective May 7,
1998:
1. Section 4(a) shall be amended to read as follows:
"(a) The maximum number of Shares that may be made the subject
of Options granted under the Plan is sixteen million (16,000,000);
provided, however, that the maximum number of Shares that may be the
subject of Options granted to any Eligible Employee from and after
March 27, 1996 and during the term of the Plan may not exceed three
million (3,000,000). Upon a Change in Capitalization the maximum number
of Shares shall be adjusted in number and kind pursuant to Section 8.
The Company shall reserve for the purposes of the
Plan, out of its authorized but unissued Shares or out of Shares held
in the Company's treasury, or partly out of each, such number of Shares
as shall be determined by the Board."
IN WITNESS WHEREOF, the Company has caused this Fifth Amendment to be
executed by its duly authorized officer this ____ day of September, 1998.
Countrywide Credit Industries, Inc.
By: /s/ Anne McCallion
Anne McCallion
Managing Director
Attest:
/s/ Susan Bow
Susan Bow
EVP Deputy General Counsel
EXHIBIT 5
October 23, 1998
Countrywide Credit Industries, Inc.
4500 Park Granada
Calabasas, California 91302
Ladies and Gentlemen:
I have acted as counsel to Countrywide Credit Industries, Inc. (the "Company")
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, relating to the
offer of up to an additional 5,500,000 shares of common stock (the "Common
Stock") of the Company, par value $.05, to be issued under the terms and
conditions of options granted under the Company's 1993 Stock Option Plan (As
Amended and Restated as of March 23, 1996), as amended (the "1993 Plan").
In connection with rendering this opinion I have examined originals, or copies
identified to my satisfaction as being true copies of originals of such
documents as I have deemed appropriate. In such examination, I have assumed that
all signatures on original documents were genuine and that all documents were
duly executed and delivered, where due execution and delivery are requisite to
the effectiveness thereof. I have also assumed that the Common Stock will be
issued for proper and sufficient consideration, in accordance with the terms of
the 1993 Plan, and that the certificates representing the Common Stock will be
properly issued.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, and upon consideration of applicable law, I am of the opinion that the
Common Stock covered by the Registration Statement, when issued and paid for in
accordance with the 1993 Plan, will be validly issued, fully paid and
non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement. This opinion may not be used or relied upon by any other
person or for any other purpose without my prior written consent.
Very truly yours,
Sandor E. Samuels
General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated May 4, 1998, accompanying the consolidated
financial statements and schedules of Countrywide Credit Industries, Inc. and
Subsidiaries appearing in the Annual Report on Form 10-K for the year ended
February 28, 1998, which is incorporated by reference in this Registration
Statement on Form S-8 (the "Registration Statement"). We consent to the
incorporation by reference in this Registration Statement of the aforementioned
report.
GRANT THORNTON LLP
/s/ Grant Thornton LLP
Los Angeles, California
October 23, 1998
