<PAGE>
As filed with the Commission on November 29, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________________
HELLER FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-1208070
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
500 West Monroe Street 60661
-----
Chicago, Illinois (zip code)
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(Address of principal executive offices)
Heller Financial, Inc. Deferral Restoration Plan
(Full title of the Plan)
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Mark J. Ohringer, Esq.
General Counsel and Secretary
Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois, 60661
------------------------
(Name and address of agent for service)
(312) 441-7000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
to be registered registered price per share offering price registration fee
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<S> <C> <C> <C> <C>
Heller Financial, Inc. Deferral $50,000,000 100% $50,000,000 $12,500(1)
Restoration Plan Obligations (2)....
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Class A Common Stock, $.25 par value 500,000 shares(3) $26.5315 $13,265,750(4) $ 3,318(4)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h).
(2) The Obligations are unsecured obligations of Heller Financial, Inc. to pay
deferred compensation in the future in accordance with the Heller
Financial, Inc. Deferral Restoration Plan (the "Plan").
(3) Pursuant to Rule 416(a), this Registration Statement shall be deemed to
cover any additional shares of Class A Common Stock, par value $.25 per
share, which may be offered pursuant to the Plan.
(4) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) on the basis of the average high and low prices reported for
shares of Common Stock on the New York Stock Exchange Composite Tape on
November 27, 2000, which was $26.5315.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Heller Financial, Inc. (the "Company") hereby incorporates the following
documents herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1999;
(b) The Company's Quarterly Reports of Form 10-Q filed with the Commission
on May 9, August 4 and November 13, 2000;
(c) The Company's Current Reports on Form 8-K filed with the Commission on
January 20, January 21, April 20, April 21, July 19, July 21,
September 11, October 19 and October 20; and
(d) The description of the Company's Class A Common Stock, $.25 par value
per share, contained in the "Description of the Securities We May
Offer" section of the Company's registration statement on Form S-3,
file no 333-84725, filed with the Commission on August 6, 1999,
including any subsequent amendments thereto or any report or other
filing with the Commission updating such description.
In addition, all documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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
Under the Heller Financial, Inc. Deferral Restoration Plan (the "Plan"),
the Company provides eligible employees the opportunity to defer a portion of
their current cash compensation. Certain highly compensated employees of the
Company and each subsidiary or affiliate of the Company that participates in the
Heller Financial, Inc. Savings and Profit Sharing Plan (the "401(K) Plan")
(collectively, the "Employers"), and other Executives identified by the
Compensation Committee of the Board of Directors of the Company (the
"Committee") are eligible to participate in the Plan. The compensation deferred
by eligible employees who elect to participate in the Plan (each a
"Participant") as well as the matching contributions of the Company are referred
to herein as "Obligations." The Company herein registers $50,000,000 of
Obligations and 500,000 shares of its Class A Common Stock, $.25 par value (the
"Common Stock").
The Plan operates in connection with the 401(k) Plan. Compensation is
deferred by each Participant, in accordance with the Plan, pursuant to an
annual, irrevocable election made by the Participant. Each pay period, each
Participant will be credited with a "Supplemental Pre-tax Salary Deferral
Contribution" equal to the difference, if any, between (a) the amount that would
have been allocated to him or her for that period as a pre-tax salary deferral
under the 401(k) Plan if the Internal Revenue Code of 1986, as amended (the
"Code"), did not limit such amounts and (b) the amount actually allocated to him
or her for that period as a pre-tax salary deferral under the 401(k) Plan.
In addition, as of January 1 and July 1 of each year, each Participant will
be credited with a "Supplemental Matching Contribution" equal to the difference,
if any, between (a) the matching contribution that would have been allocated to
the Participant under the 401(k) Plan for the six-month period just ended if the
limitations on such contributions under the Code did not exist and (b) the
matching contribution actually allocated to the Participant under the 401(k)
Plan for the six-month period just ended.
The Company accounts for deferred compensation and matching contributions
by establishing bookkeeping accounts for each Participant (the "Supplemental
Pre-tax Salary Deferral Account" and the "Supplemental Matching Contributions
Account", respectively, together, the "Accounts"). Each Account shall be
credited with income and gains and charged with losses, expenses and
distributions equal to the amount by which the Account would have been credited
or charged had the Account been actually invested in the Participant's
investment election. Each Participant may elect to have his or her Supplemental
Pre-tax Salary Deferral Account mirror one or more of the following investment
vehicles (the same investment vehicles available under the 401(k) Plan): (1) a
High Yield Bond Fund, (2) a High Yield Bond Index Fund, (3) a Large Growth
Hybird Fund (stocks and bonds), (4) a Stock Index Fund, (5) a Large Growth Stock
Fund, (6) a Foreign Stock Fund, (7) a Small-Cap Stock Fund and (8) the Common
Stock. All Supplemental Matching Contributions credited under the Plan will be
deemed to be invested solely in the Common Stock. No amounts directed into the
Common Stock may be redirected into another deemed investment fund.
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Obligations to Participants are paid in cash on the date established in
accordance with the Participant's deferral election ("Distribution Date"),
except that Obligations mirroring the Common Stock are settled in Common Stock.
Participants may chose to receive payments in one lump-sum or a series of annual
payments in installments over 5, 10 or 15 years. Participants may choose among
the following Distribution Dates: (1) a specified date no earlier than the day
after the first anniversary of his or her initial participation election, (2)
the date of the Participant's termination of employment with any Employer (or a
specified date thereafter) or (3) the earlier of (1) or (2). A Participant may
make a one-time election to change his or her Distribution Date. If a
Participant becomes disabled (as defined within the Plan) payment of benefits
due such Participant shall commence as soon as administratively feasible and in
accordance to the payment election specified on the Participant's participation
election.
Obligations are unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan.
The Company is not required to fund or otherwise segregate assets to be used for
the payment of Obligations. Notwithstanding the foregoing, the Company may
establish one or more grantor trusts ("Trusts") to hold assets to be used for
payment of Obligations. However, assets of any Trusts shall remain the assets
of the Company subject to the claims of its general creditors. Obligations will
rank without preference with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding and are, therefore, subject to the
risks of the Company's insolvency. Obligations, under the terms of the Plan, do
not benefit from any affirmative or negative pledge or covenant from the
Company.
A Participant's rights to any amounts credited to his Accounts may not be
alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to the terms of the Plan, pursuant to a beneficiary designation made by
a Participant in accordance with the terms of the Plan or pursuant to the laws
of inheritance. Obligations are not subject to early redemption, in whole or in
part, except as specified in the Plan. Obligations are not convertible into any
other security of the Company. The Company reserves the right to modify, amend
or terminate the Plan; provided, however, that any such action shall not
adversely affect the amount that any Participant is entitled to receive.
Item 5. Interests of Named Experts and Counsel
The financial statements and schedules incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included in reliance upon the authority of said firm as experts in giving said
reports.
Certain matters with respect to the Obligations and the Common Stock being
registered hereunder are being passed upon by Mark Ohringer, Esq., whose opinion
is filed as Exhibit 5.1 to this Registration Statement. Mr. Ohringer is General
Counsel of the Company and participates in the Plan.
Item 6. Indemnification of Directors and Officers
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
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<PAGE>
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers
and directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The Amended and Restated Certificate of Incorporation of the Company
provides for the elimination of personal liability of a director for breach of
fiduciary duty as permitted by Section 102(b)(7) of the GCL and the Amended and
Restated By-Laws of the Company provide that the Company shall indemnify its
directors and officers to the full extent permitted by Section 145 of the GCL.
The Company has directors and officers liability insurance that insures the
directors and officers of the Company against certain liabilities.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
A list of exhibits is set forth on the Index to Exhibits.
Item 9. Undertakings
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this Registration Statement:
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<PAGE>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
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do not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Company hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act 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 and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Chicago, Illinois on the 29th day of November, 2000.
HELLER FINANCIAL, INC.
By: /s/ Richard J. Almeida
-----------------------
Richard J. Almeida
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lauralee E. Martin and Mark J. Ohringer and each
of them (with full power to each of them to act alone), his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him 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 to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, 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 he might or could do in
person, hereby ratifying and confirming all 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Richard J. Almeida Chairman of the Board, November 29, 2000
________________________
Richard J. Almeida Chief Executive Officer
(Principal Executive
Officer) and Director
/s/ Frederick E. Wolfert President, Chief Operating November 29, 2000
________________________
Frederick E. Wolfert Officer and Director
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Lawrence G. Hund Executive Vice President November 29, 2000
------------------------
Lawrence G. Hund and Controller (Principal
Accounting Officer)
/s/ Lauralee E. Martin Executive Vice President November 29, 2000
------------------------
Lauralee E. Martin and Chief Financial Officer
/s/ Kenichiro Tanaka Executive Vice President November 29, 2000
------------------------
Kenichiro Tanaka and Director
/s/ Masahiro Sawada Senior Vice President and November 29, 2000
-----------------------
Masahiro Sawada Director
/s/ Dennis P. Lockhart
------------------------
Dennis P. Lockhart Director November 29, 2000
/s/ Michio Ueno
------------------------
Michio Ueno Director November 29, 2000
/s/ Takashi Makimoto
------------------------
Takashi Makimoto Director November 29, 2000
/s/ Tetsuo Kumon
------------------------
Tetsuo Kumon Director November 29, 2000
------------------------
Mark Kessel Director November , 2000
------------------------
Michael A. Conway Director November , 2000
------------------------
Frank S. Ptak Director November , 2000
/s/ Takaaki Kato
------------------------
Takaaki Kato Director November 29, 2000
</TABLE>
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<PAGE>
EXHIBIT INDEX
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Exhibit
Number Description
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4.1 Heller Financial, Inc. Deferral Restoration Plan
4.2 Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 of the Company's
quarterly report on Form 10-Q for the period ended March 31, 1998,
file no. 1-6157)
4.3 Amended and Restated By-Laws of the Company (incorporated herein by
reference to Exhibit 3.2 of the Company's quarterly report on Form 10-
Q for the period ended March 31, 1998, file no. 1-6157)
4.4 The description of the Company's Class A Common Stock, $.25 par value
per share (incorporated herein by reference to the description thereof
contained in the "Description of the Securities We May Offer" section
of the Company's registration statement on Form S-3, file no. 333-
84725, filed with the Commission on August 6, 1999)
4.5 Specimen stock certificate representing Class A Common Stock
(incorporated herein by reference to Exhibit 4 of the Company's
registration statement on Form S-2, file no. 333-46915, filed with the
Commission on February 26, 1998)
5.1 Opinion re: legality of the securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of legal counsel (included as part of their opinion filed as
Exhibit 5.1)
24.1 Powers of Attorney (included on the signature page hereof)
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