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As filed with the Securities and Exchange Commission on July 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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FREMONT GENERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 95-2815260
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
(Address, including zip code, of Registrant's principal executive offices)
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FREMONT GENERAL CORPORATION
1997 STOCK PLAN
(Full Title of the plan)
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LOUIS J. RAMPINO
PRESIDENT AND CHIEF OPERATING OFFICER
FREMONT GENERAL CORPORATION
2020 SANTA MONICA BLVD., SUITE 600
SANTA MONICA, CALIFORNIA 90404
(310) 315-5500
(Name, address, and telephone number, including area code, of agent for service)
------------------------
Copies to:
ELIZABETH R. FLINT, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be Registered to be Offering Price Aggregate Offering Registration
Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value: 518,000 shares(1) $56.438(2) $29,234,884(2) $8,624.29
- -----------------------------------------------------------------------------------------------------------
<FN>
(1) Excludes shares reserved under the 1997 Stock Plan that were registered
previously on a Registration Statement on Form S-8 (Registration No.
333-38141).
(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as
amended, solely for the purpose of computing the amount of the registration
fee based on the average of the high and low prices of the Company's Common
Stock as reported on the New York Stock Exchange consolidated reporting
system on July 28, 1998.
</FN>
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Fremont General Corporation (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents and
information previously filed with the Securities and Exchange Commission (the
"Commission"):
1. The description of the Registrant's Common Stock as contained in the
Registrant's Registration Statement on Form 8-A filed on March 17, 1993 pursuant
to Section 12(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the purpose of
updating such descriptions
2. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, filed pursuant to Section 13(a) of the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment indicating that all securities offered have been sold
or de-registering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
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 Registrant's Restated Certificate of Incorporation limits the monetary
liability of its directors to the Registrant or its stockholders for breach of
such directors' fiduciary duty to the fullest extent permitted by the law of the
State of Nevada ("Nevada Law"), as it is amended from time to time.
Under the Registrant's Bylaws, the Registrant is required, to the maximum
extent and in the manner permitted by Nevada law, to indemnify each of its
directors and officers against expenses, judgments, fines, settlements, and
other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent of
the corporation. For the purposes of the Bylaws, a "director" or "officer" of
the Registrant includes any person (i) who is or was a director or officer of
the Registrant, (ii) who is or was serving at the request of the Registrant as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or (iii) who was a director or officer of a corporation which
was a predecessor corporation of the Registrant or of another enterprise at the
request of such predecessor corporation.
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The Registrant is also required to pay all expenses incurred in defending
any civil or criminal action or proceeding for which indemnification is required
under the Bylaws 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 the Bylaws.
The Bylaws further provide that the Registrant shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director or
officer of the Registrant 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 Registrant would have the power to indemnify such person
against such liability under the provisions of the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Fremont General Corporation 1997 Stock Plan. (Incorporated by
reference to Exhibit 10.10 of the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997.)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati with respect to
the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 5).
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 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.
(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 herein, 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.
2
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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 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 and 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.
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Monica, State of California, on this 29th day
of July, 1998.
FREMONT GENERAL CORPORATION
By: /s/ LOUIS J. RAMPINO
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Name: Louis J. Rampino
Title: President and Chief Operating
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. McIntyre, Louis J. Rampino and
Wayne R. Bailey, jointly and severally, as his or her attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with 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
connection therewith, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their 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.
SIGNATURES TITLE DATE
- -------------------------- ----------------------------- ----------------
/s/ JAMES A. MCINTYRE Chairman of the Board and July 29, 1998
- -------------------------- Chief Executive Officer
James A. McIntyre (Principal Executive Officer)
/s/ LOUIS J. RAMPINO President, Chief Operating July 29, 1998
- -------------------------- Officer and Director
Louis J. Rampino
/s/ WAYNE R. BAILEY Executive Vice President, July 29, 1998
- -------------------------- Treasurer, Chief Financial
Wayne R. Bailey Officer (Principal Financial
Officer) and Director
/s/ JOHN A. DONALDSON Senior Vice President, July 29, 1998
- -------------------------- Controller and Chief
John A. Donaldson Accounting Officer (Principal
Accounting Officer)
4
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/s/ HOUSTON I. FLOURNOY Director July 29, 1998
- --------------------------
Houston I. Flournoy
/s/ C. DOUGLAS KRANWINKLE Director July 29, 1998
- --------------------------
C. Douglas Kranwinkle
/s/ DAVID W. MORRISROE Director July 29, 1998
- --------------------------
David W. Morrisroe
/s/ DICKINSON C. ROSS Director July 29, 1998
- --------------------------
Dickinson C. Ross
5
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Fremont General Corporation 1997 Stock Plan. (Incorporated by
reference to Exhibit 10.10 of the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30,
1997.)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati with respect to
the securities being registered.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of counsel contained in Exhibit 5.1
24.1 Power of Attorney (see page 5).
6
Exhibit 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650/493-9300
FACSIMILE 650/493-6811
July 27, l998
Fremont General Corporation
2020 Santa Monica Blvd., Suite 600
Santa Monica, California 90404
Re: Registration of 518,000 Shares of Common Stock Under the Securities
Act of 1933, as amended
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about July 29, 1998, in
connection with the registration under the Securities Act of 1933, as amended,
of 518,000 shares of the Common Stock of Fremont General Corporation (the
"Company") reserved for issuance under the Fremont General Corporation 1997
Stock Plan (the "Plan").
As your outside legal counsel, we have examined the proceedings taken and
are familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of said shares. It is our opinion that, upon completion of
the proceedings to be taken prior to issuance of the shares pursuant to the
Plan, said shares, when issued and sold in the manner referred to in the Plan
and the agreements which accompany the Plan, will be legally and validly issued,
fully-paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, including the Prospectus constituting a part thereof,
and amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
7
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Fremont General Corporation 1997 Stock Plan of our
report dated March 20, 1998 with respect to the consolidated financial
statements and schedules of Fremont General Corporation included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Los Angeles, California
July 29, 1998
9
