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.
Amended and Restated Deferred Compensation 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 Registered Offering Price Per Aggregate Offering Registration Fee
Share Price1
---------------------------- ------------------- ----------------------- ---------------------- ----------------------
Deferred Compensation $18,000,000 100% $18,000,000 $4752
Obligations2
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</TABLE>
INTRODUCTION
This Registration Statement on Form S-8 is filed by Countrywide Credit
Industries, Inc., a Delaware corporation (the "Company"), and relates to
$18,000,000 of unsecured obligations of the Company to pay deferred compensation
in the future (the "Obligations") in accordance with the terms and conditions of
the Company's Amended and Restated Deferred Compensation Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information*
ITEM 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I of Form S-8 to be contained
in the Section 10(a) prospectus is omitted from this
Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the 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 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
$18,000,000 of Obligations are being registered under this
Registration Statement to be offered to a select group of
management and highly compensated employees of the Company and
certain affiliated companies (the "Participating Employers")
who have been selected by a committee (the "Committee"), which
is comprised of or appointed by the Board of Directors of the
Company, to participate in the Plan and who have completed and
submitted to the Committee a written form electing to
participate in the Plan (the "Election Form"). The Obligations
are general unsecured and unfunded obligations of the
Participating Employers to pay deferred compensation in the
future in accordance with the terms of the Plan and rank pari
passu with other unsecured and unsubordinated indebtedness of
the Participating Employers from time to time outstanding.
The amount of compensation deferred by each participant in the
Plan is determined in accordance with the Plan based upon
elections by each participant submitted to the Company on an
Election Form. To participate in the Plan, during the calendar
year, a participant must defer a minimum of $2,000 from his or
her base salary and/or bonuses and may elect to defer up to a
maximum of 50% of his or her base salary in excess of if the
limitations set forth in Internal Revenue Code Section
401(a)(17) and 100% of his or her bonuses earned during the
calendar year. A participant may also defer the value accrued
upon exercise of stock options in the Company's common stock
that the Committee designated before July 27, 1997. If a
participant elects to defer such gain, during the calendar
year, a participant must defer a minimum of 10% of such gain
and may defer up to a maximum of 100% of such gain exercised
during such calendar year.
Obligations will consist of an amount equal to each
participant's "Account Balance" under the Plan, which includes
(i) the sum of the participant's deferral amounts, plus (ii)
amounts credited to the participant's account based on the
participant's selection from measurement fund alternatives in
accordance with and subject to the rules and procedures
established from time to time by the Committee and other
crediting provisions of the Plan, plus (iii) any vested
contributions made by Company, less (iv) all distributions
made to the participant or his or her beneficiary pursuant to
the Plan that relate to the participant's account.
A participant may elect to receive distributions from his or
her account in one of several manners, including lump sum and
installment. A participant also may elect to receive a five
year short-term payout and, if eligible, make unscheduled
withdrawals from his or her account. The distribution choices
provided to a participant may differ depending on the
circumstances under which that participant terminates
employment with the Company or its participating subsidiary,
such as retirement, death or disability. A participant must
make an initial distribution election upon commencement of his
or her participation in the Plan and may change such election
annually; provided, however, that an election to receive a
five year short-term payout with respect to a contributed
amount is irrevocable, subject to a one-time election to
change such amounts to a retirement benefit.
A trust shall be established to pay the Obligations. The
Company and its participating subsidiaries shall at least
annually transfer to such trust such assets as they determine
are necessary to provide, on a present value basis, for
payment of the Obligations. The Plan shall be administered by
the Committee, which has the power to make, amend, interpret
and enforce all appropriate rules and regulations for the
administration of the Plan, to construe and resolve all
questions arising under the Plan and otherwise to carry out
the terms of the Plan. The Company and its participating
subsidiaries may, by action of the Board of Directors,
terminate the Plan at any time and amend the Plan from time to
time; provided, however, that no such amendment or termination
shall be effective, without the participant's consent, to the
extent it reduces or eliminates (except to the extent that
amounts are distributed under the Plan) the value of a
participant's Account Balance in existence as of such
amendment or termination.
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. Amended and Restated Deferred
Compensation Plan
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.
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SIGNATURES
The Registrant. 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 __ 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
----------------------------------------- ----- ----
/s/ 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
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Ben M. Enis
/s/ Edwin Heller Director September 28, 2000
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Edwin Heller
/s/ Stanford L. Kurland Executive Managing Director September 28, 2000
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Stanford L. Kurland and Chief Operating Officer;
Director
/s/ Oscar P. Robertson Director September 28, 2000
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Oscar P. Robertson
/s/ Harley W. Snyder Director September 28, 2000
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Harley W. Snyder
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee (or other persons who administer the employee benefit plan) have
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.
AMENDED AND RESTATED DEFERRED
COMPENSATION PLAN
By: /s/ Harley W. Snyder
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Harley W. Snyder
on behalf of the Countrywide Credit Industries, Inc. Amended and Restated
Deferred Compensation Plan Committee, administrator of the Countrywide
Credit Industries, Inc. Amended and Restated Deferred Compensation Plan
Committee
<PAGE>
EXHIBIT INDEX
Exhibit Number
Description
4.1 Countrywide Credit Industries, Inc. Amended and Restated Deferred
Compensation Plan
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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