As filed with the Securities and Exchange Commission on September 29, 2000
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.
2000 Stock Option Plan
(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
<TABLE>
<S> <C> <C> <C> <C>
============================ =================== ======================= ====================== ======================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered1 Offering Price Per Aggregate Offering Registration Fee
Share Price2
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Common Stock 5,500,000 shares $37.3125 $205,218,750 $54,178
$.05 par value per share
============================ =================== ======================= ====================== ======================
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents previously filed by the Company with
the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference:
(a) Annual Report on Form 10-K for the fiscal year ended February 29, 2000;
(b) Quarterly Report on Form 10-Q for the quarter ended May 31, 2000; and
(c) Current Reports on Form 8-K dated June 1, 2000, June 27, 2000 and July 20,
2000.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this
Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities
offered hereunder have been sold or that 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 document.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein (each such
document, an "Incorporated Document") shall be deemed to be
modified or superseded to the extent that a statement
contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.
Any 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 145 of the Delaware General Corporation Law provides,
in substance, that Delaware corporations shall have the power,
under specified circumstances, to indemnify their directors,
officers, employees and agents in connection with actions,
suits or proceedings brought against them by a third party or
in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or
agents, against expenses incurred in any such action, suit or
proceeding. The Delaware General Corporation Law also provides
that the Company may purchase insurance on behalf of any such
director, officer, employee or agent.
Article SIXTH of the Company's Certificate of Incorporation
provides that the Company may indemnify its directors and
officers to the full extent permitted by the laws of the State
of Delaware. Article VIII of the Company's Bylaws provides
that the Company shall indemnify its directors and officers
against any threatened, pending or completed action, suit or
proceeding or investigation brought against such directors and
officers by reason of the fact that such persons were
directors or officers, provided that such persons acted in
good faith and in a manner which they reasonably believed to
be in or not opposed to the best interest of the Company;
except that in the case of actions brought by or in the right
of the Company to procure a judgment in its favor, no
indemnification is permitted in respect of any claim, issue or
matter as to which any such director or officer shall have
been adjudged to be liable to the Company, unless the court in
which the action was brought determines that such person is
entitled to indemnification. The Company's Bylaws further
contemplate that the indemnification provisions permitted
thereunder are not exclusive of any other rights to which the
directors and officers are otherwise entitled by means of
Bylaw provisions, agreements, votes of stockholders or
disinterested directors or otherwise. In addition, the Company
has entered into indemnity agreements with each of its
directors and executive officers, whereby such individuals are
indemnified by the Company up to an aggregate limit of
$5,000,000 for any claims made against such individuals based
on any act, omission or breach of duty committed while acting
as a director or officer, except, among other things, cases
involving dishonesty or improper personal benefit. The Company
also maintains an insurance policy pursuant to which its
directors and officers are insured against certain liabilities
which might arise out of their relationship with the Company
as directors and officers.
Article SEVENTH of the Company's Certificate of Incorporation
provides that a director of the Company shall have no personal
liability to the Company or its stockholders for monetary
damages for breach of his fiduciary duty of care as a director
to the full extent permitted by the Delaware General
Corporation Law, as it may be amended form time to time.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
Exhibit Number
Description
4.1 Countrywide Credit Industries, Inc. 2000 Stock Option Plan (incorporated by
reference to Appendix A of the Notice and Proxy Statement (File No.
001-12331-01) filed with the Securities and Exchange Commission on June 7, 2000)
4.2 Specimen Certificate of Countrywide Credit Industries' Common Stock
(incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
Current Report on Form 8-K dated February 6, 1987)
4.3 Certificate of Amendment of Restated Certificate of Incorporation of
Countrywide Credit Industries (incorporated by reference to Exhibit 4.1 to
Countrywide Credit Industries' Quarterly Report on Form 10-Q dated August 31,
1987)
4.4 Restated Certificate of Incorporation of Countrywide Credit Industries
(incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
Quarterly Report on Form 10-Q dated August 31, 1987)
4.5 Bylaws of Countrywide Credit Industries, as amended and restated
(incorporated by reference to Countrywide Credit Industries' Current Report on
Form 8-K dated February 10, 1988)
4.6 Rights Agreement, dated as of February 10, 1988, between Countrywide Credit
Industries and Bank of America NT & SA, as Rights Agent (incorporated by
reference to Exhibit 4 to Countrywide Credit Industries' Form 8-A filed on
February 12, 1988)
4.7 Amendment No. 1 to Rights Agreement, dated as of March 24, 1992, between
Countrywide Credit Industries and Bank of America NT & SA, as Rights Agent
(incorporated by reference to Exhibit 1 to Countrywide Credit Industries' Form 8
filed on March 27, 1992)
5.1 Opinion of Sandor E. Samuels, General Counsel of the Company as to the
legality of securities being registered.
23.1 Consent of Grant Thornton, LLP, Independent Auditors
23.2 Consent of Counsel (included in Opinion filed as Exhibit 5.1)
24.1 Power of Attorney (included on signature pages filed herewith)
ITEM 9. Undertakings
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the 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 the registration statement.
Notwithstanding the foregoing, any increase or decrease in the 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; and
(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.
Provided, however, that the undertaking set forth in
paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in such post-effective
amendment is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933,
each filing of the Company'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 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 Company pursuant to the
foregoing provisions, or otherwise, the Company 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
Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 28th day of
September, 2000.
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/ Angelo R. Mozilo
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Angelo R. Mozilo
Chairman of the Board of Directors,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Angelo R. Mozilo, Stanford L. Kurland,
Carlos M. Garcia and Sandor E. Samuels, and each of them, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for and in his name, place and stead, in any and all capacities,
to sign any or all amendments (including post-effective amendments) to this
Registration Statement, and any registration statement related to the offering
contemplated by this Registration Statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, 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, as fully to all intents and purposes as might or could
be done in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their 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.
Signature Title Date --------- ----- / Angelo R. Mozilo Chairman of the Board of
September 28, 2000
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Angelo R. Mozilo Directors, Chief Executive Officer and President (Principal
Executive Officer); Director /s/ Carlos M. Garcia Senior Managing Director and
September 28, 2000
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Carlos M. Garcia Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Robert J. Donato Director September 28, 2000
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Robert J. Donato
/s/ Ben M. Enis Director September 28, 2000
-------------------------------------------------- Ben M. Enis
/s/ Edwin Heller Director September 28, 2000
-------------------------------------------------- Edwin Heller
/s/ Stanford L. Kurland Executive Managing Director September 28, 2000
--------------------------------------------------
Stanford L. Kurland and Chief
Operating Officer;
Director
/s/ Oscar P. Robertson Director September 28, 2000
--------------------------------------------------
Oscar P. Robertson
/s/ Harley W. Snyder Director September 28, 2000
--------------------------------------------------
Harley W. Snyder
<PAGE>
EXHIBIT INDEX
Exhibit Number
Description
4.1 Countrywide Credit Industries, Inc. 2000 Stock Option Plan
(incorporated by reference to Appendix A of the Notice and Proxy Statement
(File No. 001-12331-01) filed with the Securities and Exchange Commission
on June 7, 2000)
4.2 Specimen Certificate of Countrywide Credit Industries' Common Stock
(incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
Current Report on Form 8-K dated February 6, 1987)
4.3 Certificate of Amendment of Restated Certificate of Incorporation of
Countrywide Credit Industries (incorporated by reference to Exhibit 4.1 to
Countrywide Credit Industries' Quarterly Report on Form 10-Q dated August
31, 1987)
4.4 Restated Certificate of Incorporation of Countrywide Credit Industries
(incorporated by reference to Exhibit 4.2 to Countrywide Credit Industries'
Quarterly Report on Form 10-Q dated August 31, 1987)
4.5 Bylaws of Countrywide Credit Industries, as amended and
restated (incorporated by reference to Countrywide Credit
Industries' Current Report on Form 8-K dated February 10,
1988)
4.6 Rights Agreement, dated as of February 10, 1988, between Countrywide
Credit Industries and Bank of America NT & SA, as Rights Agent
(incorporated by reference to Exhibit 4 to Countrywide Credit Industries'
Form 8-A filed on February 12, 1988)
4.7 Amendment No. 1 to Rights Agreement, dated as of March 24, 1992,
between Countrywide Credit Industries and Bank of America NT & SA, as
Rights Agent (incorporated by reference to Exhibit 1 to Countrywide Credit
Industries' Form 8 filed on March 27, 1992)
5.1* Opinion of Sandor E. Samuels, General Counsel of the Company as to the
legality of securities being registered.
23.1* Consent of Grant Thornton, LLP, Independent Auditors
23.2* Consent of Counsel (included in Opinion filed as Exhibit 5.1)
24.1* Power of Attorney (included on signature pages filed herewith)
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* Filed herewith
