<PAGE> 1
As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Allied Capital Lending Corporation
(Exact name of registrant as specified in its charter)
Maryland 52-1081052
- -------------------------------- ----------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
1666 K Street, N.W.
Washington, D.C. 20006
- -------------------------------------- ----------
Address of principal executive offices) (Zip Code)
Allied Capital Lending Corporation Stock Option Plan
(Full title of the plan)
William L. Walton, Chief Executive Officer
c/o Allied Capital Advisers, Inc.
1666 K Street, N.W.
Washington, D.C. 20006
(Name and address of agent for service)
(202) 331-1112
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Per Aggregate Offering Amount of
to be Registered be Registered Unit Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock 264,344 $14.69 $3,883,213.36* $1,176.73
=================================================================================================================
</TABLE>
* Included solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933 and are based upon the average of the high and
low price per share of Allied Capital Lending Corporation Common Stock on the
Nasdaq National Market System on June 27, 1997.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
Pursuant to Rule 429 of the Securities Act of 1933, as amended, the prospectus
constituting Part I of this registration statement also relates to unexercised
options on 498,200 shares of the registrant's common stock
<PAGE> 2
previously registered on Form S-8 (Commission File No. 333-23761) but unsold as
of the date hereof. The filing fee previously paid in connection with such
securities is $2,415.52.
This registration statement is being filed solely in order to register an
additional 264,344 shares of the registrant's common stock to be issued upon
the exercise of options granted under the Allied Capital Lending Corporation
Stock Option Plan (the "Plan"). A registration statement on Form S-8 has
previously been filed with the Securities and Exchange Commission (Commission
File No. 333-23761) in connection with shares issuable under the Plan, and the
contents of that registration statement are incorporated herein by reference
thereto.
PART II
Item 8. Exhibits
See Exhibit Index.
<PAGE> 3
POWERS OF ATTORNEY
LET IT BE KNOWN that each officer or director whose signature appears
in paragraph (b) under "SIGNATURES" below appoints Katherine C. Marien and Joan
M. Sweeney, jointly and severally, his/her attorneys-in-fact, with power of
substitution, for him/her in all capacities, to sign amendments and
post-effective amendments to the Registration Statement of the Allied Capital
Lending Corporation Stock Option Plan and to file such amendments with exhibits
with the Securities and Exchange Commission, hereby ratifying all that each
attorney-in-fact may do or cause to be done by virtue of this power.
SIGNATURES
(a) THE REGISTRANT. 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 Washington, District of
Columbia, on the 26th day of June, 1997.
ALLIED CAPITAL LENDING CORPORATION
By: /s/ Katherine C. Marien
----------------------------------
Name: Katherine C. Marien
Title: President
(b) Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ William L. Walton Chairman and June 26, 1997
- --------------------------------- Chief Executive Officer
William L. Walton (Principal Executive Officer)
/s/ George C. Williams Director June 26, 1997
- ---------------------------------
George C. Williams
/s/ Katherine C. Marien Director and President June 26, 1997
- ---------------------------------
Katherine C. Marien
/s/ Eleanor Deane Bierbower Director June 26, 1997
- ---------------------------------
Eleanor Deane Bierbower
/s/ Robert V. Fleming, II Director June 26, 1997
- ---------------------------------
Robert V. Fleming, II
</TABLE>
-2-
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Arthur H. Keeney, III Director June 26, 1997
- --------------------------------
Arthur H. Keeney
/s/ Anthony T. Garcia Director June 26, 1997
- --------------------------------
Anthony T. Garcia
/s/ Jon W. Barker Director June 26, 1997
- --------------------------------
Katherine C. Marien
/s/ Robin B. Martin Director June 26, 1997
- --------------------------------
Robin B. Martin
/s/ Jon A. DeLuca Principal and June 26, 1997
- -------------------------------- Chief Financial Officer
Jon A. DeLuca (Principal Financial and
Accounting Officer)
</TABLE>
-3-
<PAGE> 5
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Compensation Committee of the Company's Board of Directors has duly caused
this Registration Statement to be signed by the undersigned on behalf of the
Allied Capital Lending Corporation Stock Option Plan, thereunto duly authorized
in the City of Washington, District of Columbia, on the 26th day of June, 1997.
Allied Capital Lending Corporation
Stock Option Plan
By: /s/ Eleanor Deane Bierbower
---------------------------------
Eleanor Deane Bierbower, Chairperson of
Allied Capital Lending Corporation
Compensation Committee
-4-
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit Name
-------------- ------------
<S> <C>
4 Allied Capital Lending Corporation Stock
Option Plan, as amended
5 Opinion of Sutherland Asbill & Brennan
15 Omitted -- Not applicable
23 (a) Consent of Matthews
Carter & Boyce PC (b)
Consent of Counsel -- See Exhibit 5.
24 Powers of Attorney
These documents form part of the
Signature Pages.
</TABLE>
-5-
<PAGE> 1
EXHIBIT 4
ALLIED CAPITAL LENDING CORPORATION
STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The purpose of this Stock Option Plan (this "Plan") is to advance the
interests of Allied Capital Lending Corporation (the "Company") by providing to
directors of the Company and to officers of the Company who have substantial
responsibility for the direction and management of the Company additional
incentives to exert their best efforts on behalf of the Company, to increase
their proprietary interest in the success of the Company, to reward outstanding
performance and to provide a means to attract and retain persons of outstanding
ability to the service of the Company. It is recognized that the Company
cannot attract or retain these officers and directors without this
compensation. Options granted under this Plan may qualify as "incentive stock
options," as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. ADMINISTRATION
This Plan shall be administered by a committee (the "Committee")
comprised of at least two (2) members of the Company's Board of Directors who
each shall (a) be a "disinterested person," as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended, (b) have no
financial interest in grants of stock options to officers of the Company under
this Plan and (c) not be an "interested person," as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the "Act"), of the Company.
The Committee shall interpret this Plan and, to the extent and in the manner
contemplated herein, shall exercise the discretion reserved to it hereunder.
The Committee may prescribe, amend and rescind rules and regulations relating
to this Plan and to make all other determinations necessary for its
administration. The decision of the Committee on any interpretation of this
Plan or administration hereof, if in compliance with the provisions of the Act
and regulations promulgated thereunder, shall be final and binding with respect
to the Company, any optionee or any person claiming to have rights as, or on
behalf of, any optionee.
3. SHARES SUBJECT TO THE PLAN
The shares subject to option and the other provisions of this Plan shall
be shares of the Company's common stock, par value $.0001 per share ("shares").
Subject to the provisions hereof concerning adjustment, the total number of
shares which may be purchased upon the exercise or surrender of stock options
granted under this Plan shall not exceed 769,204 shares, which includes all
shares with respect to which options have been granted or surrendered for
payment in cash or other consideration pursuant to this Plan or predecessor
forms of this Plan. In the event any option shall cease to be exercisable in
whole or in part for any reason, the shares which were covered by such option,
but as to which the option had not been exercised, shall again be available
under this Plan. Shares may be made available from authorized, unissued or
reacquired stock or partly from each.
4. PARTICIPANTS
(a) Officers. The Committee shall determine and designate from time to
time those key officers of the Company who shall be eligible to participate in
this Plan. The Committee shall also determine the number of shares to be
offered from time to time to each optionee. In making these determinations,
the Committee shall take into account the past service of each such officer to
the Company, the present and potential contributions of such officer to the
success of the Company and such other factors as the Committee shall deem
relevant in connection with accomplishing the purposes of this Plan; provided
that the Committee shall determine that each grant of options to an optionee,
the number of shares offered thereby and the terms of such option are in the
best interests of the Company and its shareholders. The date on which the
Committee approves the grant of any option to an officer of the Company shall
be the
1
<PAGE> 2
date of issuance of such option; provided, however, that if (1) any such
action by the Committee does not constitute approval thereof by both (A) a
majority of the Company's directors who each has no financial interest in such
action and (B) a majority of the Company's directors who each is not an
"interested person" as defined in Section 2(a)(19) of the Act of the Company
and (2) such approval is then required by Section 61(a)(3)(B)(I)(I) of the Act,
then the grant of any option by such action shall not be effective, and there
shall be no issuance of such option, until there has been approval of such
action by (A) a majority of the Company's directors who each has no financial
interest in such action and (B) a majority of the Company's directors who each
is not an "interested person" of the Company, on the basis that such action is
in the best interests of the Company and its shareholders, and the last date on
which such required approval is obtained shall be the date of issuance of such
option. The agreement documenting the award of any option granted pursuant to
this paragraph 4(a) shall contain such terms and conditions as the Committee
shall deem advisable, including but not limited to being exercisable only in
such installments as the Committee may determine.
(b) Non-Officer Directors. A one-time grant of options in accordance
with the provisions of this paragraph (b) shall be made to each director of the
Company who is not an officer of the Company or of the Company's investment
adviser (a "non-officer director") who is serving at the later of (I) the date
on which the proposal to make grants of options to non-officer directors is
approved by the shareholders of the Company or (ii) the date on which the
issuance of options pursuant to this Plan to non-officer directors is approved
by order of the Securities and Exchange Commission pursuant to Section
61(a)(3)(B)(I)(II) of the Act. After the later of such dates, a one-time grant
of options in accordance with the provisions of this paragraph (b) shall be
made to each non-officer director other than any non-officer director who
received a grant pursuant to the first sentence of this paragraph (b) upon his
or her initial election as a director of the Company. Each grant pursuant to
this paragraph (b) shall award the non-officer director an option to purchase
ten thousand (10,000) shares at a price equal to the current fair market value
of the shares at the date of issuance of such option; provided, that if any
non-officer director then holds ten percent (10%) or more of the outstanding
shares, the exercise price of such option shall not be less than one hundred
ten percent (110%) of such current fair market value. The agreement
documenting the award of any option granted pursuant to this paragraph 4(b)
shall contain such terms and conditions as the Committee shall deem advisable;
provided, however, that any such option shall vest in three annual installments
(so that the recipient can first exercise the option with respect to not more
than 3,333 shares on or after the date of issuance of such option, can exercise
the option with respect to not more than an additional 3,333 shares on or after
the first anniversary of the date of issuance of such option and can exercise
such option with respect to the all of the shares covered thereby on or after
the second anniversary of the date of issuance of such option).
(c) General. Agreements evidencing options granted to different
optionees or at different times need not contain similar provisions.
5. OPTION PRICE
Shares shall be optioned from time to time at a exercise price not less
than the current fair market value of the shares at the date of issuance of an
option; provided, that the exercise price of any option granted to a holder of
10% or more of the Company's shares shall not be less than 110% of such current
fair market value. Notwithstanding the foregoing, the option price shall not
be below the original $15.00 offering price of the shares in the Company's
initial public offering.
6. OPTION PERIOD
Each option agreement shall state the period or periods of time within
which the subject option may be exercised, in whole or in part, by the optionee
which shall be such period or periods of time as may be determined by the
Committee; provided, that the option period shall not exceed ten years from the
date of issuance of the option and shall not exceed five years if the option is
granted to a holder of 10% or more of the Company's shares.
2
<PAGE> 3
7. PAYMENT FOR SHARES
Full payment for shares purchased shall be made at the time of
exercising the option in whole or in part. Payment of the purchase price shall
be made in cash (including check, bank draft or money order) or, if authorized
pursuant to paragraph 9 hereof, by a loan from the Company in accordance with
paragraph 9.
8. TRANSFERABILITY OF OPTIONS
Options shall not be transferable other than by will or the laws of
descent and distribution, and during an optionee's lifetime shall be
exercisable only by the optionee.
9. LOANS BY THE COMPANY
Upon the exercise of any option, the Company, at the request of an
officer-optionee, and subject to the approval of both (a) a majority of the
Company's directors who each has no financial interest in such loan and (b) a
majority of the Company's directors who each is not an "interested person" ,as
defined in Section 2(a)(19) of the Act, of the Company on the basis that such
loan is in the best interests of the Company and its stockholders (whether such
approval is by the Committee or otherwise), may lend to such officer- optionee,
as of the date of exercise, an amount equal to the exercise price of such
option; provided, that such loan (a) shall have a term of not more than ten
years, (b) shall become due within sixty days after the recipient of the loan
ceases to be an officer of the Company, (c) shall bear interest at a rate no
less than the prevailing rate applicable to 90-day United States Treasury bills
at the time the loan is made, and (d) shall be fully collateralized at all
times, which collateral may include securities issued by the Company. Loan
terms and conditions may be changed by the Committee to comply with applicable
IRS and SEC regulations.
10. TERMINATION OF OPTION
All rights to exercise options shall terminate sixty days after any
optionee ceases to be a director or an officer of the Company for any cause
other than death or total and permanent disability.
11. RIGHTS IN THE EVENT OF TERMINATION OF SERVICE
If an optionee's service as a director or officer is terminated for any
reason other than death or total and permanent disability prior to expiration
of his or her option and before such option is fully exercised, the optionee
shall have the right to exercise the options during the balance of the 60-day
period referred to in paragraph 10.
12. RIGHTS IN THE EVENT OF TOTAL AND PERMANENT DISABILITY OR DEATH
If an optionee becomes totally and permanently disabled or dies prior to
expiration of the option without having fully exercised it, he or the executors
or administrators or legatees or distributees of the estate, as the case may
be, shall, have the right, from time to time within one year after the
optionee's total and permanent disability or death and prior to the expiration
of the term of the option, to exercise the option in whole or in part, as
provided in the respective option agreement.
13. EFFECT OF CHANGE IN STOCK SUBJECT TO THE PLAN
Subject to any required action by the shareholders of the Company and
the provisions of applicable corporate law, the number of shares of represented
by the unexercised portion of an option, the number of shares which has been
authorized or reserved for issuance hereunder, and the number of shares covered
by any applicable vesting schedule hereunder, as well as the exercise price of
a share represented by the unexercised portion of an option, shall be
proportionately adjusted for (a) a division, combination or reclassification of
any of the shares of common stock of the Company or (b) a dividend payable in
shares of common stock of the Company.
4
<PAGE> 4
14. GENERAL RESTRICTION
Each option shall be subject to the requirement that, if at any time the
Board of Directors shall determine, at its discretion, that the listing,
registration or qualification of the shares subject to such option upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such option or the issue
or purchase of the shares thereunder, such option may not be exercised in whole
or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company. Subject to the limitations of paragraph 6, no
option shall expire during any period when exercise of such option has been
prohibited by the Board of Directors, but shall be extended for such further
period so as to afford the optionee a reasonable opportunity to exercise his
option.
15. MISCELLANEOUS PROVISIONS
(a) No optionee shall have rights as a shareholder with respect to
shares covered by his option until the date of exercise of his option.
(b) The granting of any option shall not impose upon the Company any
obligation to appoint or to continue to appoint as a director or officer any
optionee, and the right of the Company to terminate the employment of any
officer or other employee, or service of any director, shall not be diminished
or affected by reason of the fact that an option has been granted to such
optionee.
(c) Options shall be evidenced by stock option agreements in such form
and subject to the terms and conditions of this Plan as the Committee shall
approve from time to time, consistent with the provisions of this Plan. Such
stock option agreements may contain such other provisions as the Committee in
its discretion may deem advisable.
(d) For purposes of this Plan, the fair market value of the shares shall
be the closing sales price of the stock as quoted on the National Association
of Securities Dealers Automated Quotation System for the date of issuance of
such option, as provided herein. If the Company's shares are traded on an
exchange, the price shall be the closing price of the Company's stock as
reported in The Wall Street Journal for such date of issuance of an option.
(e) The aggregate fair market value (determined as of the date of
issuance of an option) of the shares with respect to which an option, or
portion thereof, intended to be an incentive stock option is exercisable for
the first time by any optionee during any calendar year (under all incentive
stock option plans of the Company and subsidiary corporations) shall not exceed
$100,000.
(f) All options issued pursuant to this Plan shall be granted within ten
years from the earlier of the date of adoption of this Plan (or any amendment
thereto requiring shareholder approval pursuant to the Code) or the date this
Plan (or any amendment thereto requiring shareholder approval pursuant to the
Code) is approved by the shareholders of the Company.
(g) No option may be issued if exercise of all warrants, options and
rights of the Company outstanding immediately after issuance of such option
would result in the issuance of voting securities in excess of 20% of the
Company's outstanding voting securities.
(h) A leave of absence granted to an employee does not constitute an
interruption in continuous employment for purposes of this Plan as long as the
leave of absence does not extend beyond one year.
(i) Any notices given in writing shall be deemed given if delivered in
person or by certified mail; if given to the Company at Allied Capital Lending
Corporation, 1666 K Street, NW, 9th Floor, Washington, D.C. 20006; and, if to
an optionee, in care of the optionee at his or her last known address.
5
<PAGE> 5
(j) This Plan and all actions taken by those acting under this Plan
shall be governed by the substantive laws of Maryland without regard to any
rules regarding conflict-of-law or choice-of-law.
(k) All costs and expenses incurred in the operation and administration
of this Plan shall be borne by the Company.
16. CHANGE OF CONTROL
In the event of a Change of Control (as hereinafter defined), all
then-outstanding options will become fully vested and exercisable as of the
Change of Control. For purposes of the Plan, "Change of Control" means the
sale of substantially all of the Company's assets or the acquisition, whether
directly, indirectly, beneficially (within the meaning of Rule 13d-3 of the
1934 Act, or of record, of securities of the Company representing twenty
percent (20%) or more in the aggregate voting power of the Company's
then-outstanding Common Stock by any "person" (within the meaning of Sections
13(d) and 14(d) of the 1934 Act), including any corporation or group of
associated persons acting in concert, other than (i) the Company or its
subsidiaries and/or (ii) any employee pension benefit plan (within the meaning
of Section 3(2) of the Employee Retirement Income Security Act of 1974) of the
Company or its subsidiaries, including a trust established pursuant to any such
plan.
17. AMENDMENT AND TERMINATION
The Board of Directors may modify, revise or terminate this Plan at any
time and from time to time; provided, however, that no modification or revision
of any material provision of this Plan may be made without shareholder approval
except for such modifications or revisions which are necessary in order to
ensure the options issued as incentive stock options under this Plan comply
with Section 422 or any successor provision of the Code, applicable provisions
of the Act or any exemptive order therefrom issued to the Company in connection
with this Plan, Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended, or other applicable law. This Plan shall terminate when all
shares reserved for issuance hereunder have been issued upon the exercise of
options, by action of the Board of Directors pursuant to this paragraph, or on
February 13, 2007, whichever shall first occur.
18. EFFECTIVE DATE OF THE PLAN
This Plan shall become effective upon (1) adoption by the Board of
Directors and (2) approval of this Plan by the shareholders of the Company.
6
<PAGE> 1
EXHIBIT 5
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
July 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Allied Capital Lending Corporation Stock Option Plan:
Registration on Form S-8
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8
(the "Registration Statement") of Allied Capital Lending Corporation, a
Maryland corporation (the "Company"), filed on the date hereof with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, in connection with a proposed offering by the Company to certain of
its employees, officers and non-officer directors of an additional 264,344
shares of the Company's common stock, $0.0001 par value per share (the
"Shares") under the Allied Capital Lending Corporation Stock Option Plan (the
"Plan").
As counsel for the Company, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such corporate
records or other documents as we have deemed relevant as a basis for our
opinion hereinafter expressed. Where factual matters material to this opinion
letter were not independently established, we have relied upon certificates
and representations of current executive officers and responsible employees
and agents of the Company and upon such other data as we deemed to be
appropriate under the circumstances.
This opinion is limited to the corporate laws of the State of
Maryland and we express no opinion with respect to the laws of any other
jurisdiction. With respect to the corporate laws of the State of Maryland, we
have examined and relied upon the General Corporation Law of the State of
Maryland.
Based upon and subject to the foregoing, it is our opinion
that the Shares have been duly and validly authorized and, when issued and paid
for pursuant to the offering and in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
SUTHERLAND, ASBILL & BRENNAN, L.L.P.
By: /s/ Steven B. Boehm
---------------------------------
Steven B. Boehm
<PAGE> 1
EXHIBIT 23(a)
[MATTHEWS, CARTER AND BOYCE]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent accountants, we hereby consent to the incorporation by reference
in the registration statement on Form S-8 of our report dated February 7, 1997
incorporated by reference in Allied Capital Lending Corporation's Form 10-K for
the year ended December 31, 1996.
/s/ MATTHEWS, CARTER AND BOYCE
McLean, Virginia
July 2, 1997
