[306109-1]
As filed with the
Securities and Exchange Commission
on August 29, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WARRANTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 300 Atlantic Street, Stamford, Connecticut 06901 13-3178732
(State or other jurisdiction (Address of Principal Executive Offices)
(I.R.S. Employer
Warrant Granted Under Written Compensation Contract With:
Greenley Capital Company, L.P.
Options Granted Under Written Compensation Contract With:
Ferris Capital
Joel San Antonio
Chief Executive Officer
Warrantech Corporation
300 Atlantic Street
Stamford, Connecticut 06901
(203) 975-1100
(Name, address and telephone number of agent for service)
Copies to:
Ralph A. Siciliano, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue
New York, New York 10022
(212) 508-6700
Page 1 of 17
Exhibit Index appears on page 9
<TABLE>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
============================= ==================== ================= ====================== ====================
Proposed Proposed
Shares maximum maximum aggregate Amount of
Title of securities to be to be offering price offering price Registration
registered registered per share fee
============================= ==================== ================= ====================== ====================
============================= ============================================================= ====================
Shares Issuable Pursuant to Written Compensation Contract
============================= ==================== ================= ====================== ====================
Common Stock
($.007 par value) $5.00(3) $50,000 $15.15
10,000(1)
============================= ==================== ================= ====================== ====================
============================= ==================== ================= ====================== ====================
Common Stock
($.007 par value) 50,000(2) $5.00(3) $250,000 $75.76
============================= ==================== ================= ====================== ====================
[306109-1]
--
(1) Shares issuable pursuant to Ferris Capital Written Compensation Contract.
(2) Shares issuable pursuant to Greenley Capital Company L.P. Written Compensation Contract.
(3) Based on the exercise price at which the warrants and options whose exercise will result in the
issuance of the shares being registered may be exercised.
</TABLE>
2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to Rule 428(b)(1), the information required by Item 1 and Item 2
of Part I is included in documents sent or given to Greenley Capital Company,
L.P., and Ferris Capital, pursuant to their written compensation contracts with
the Registrant, pursuant to which warrants and options have been issued whose
exercise will result in the issuance of the shares being registered pursuant to
this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Warrantech Corporation (the "Registrant")
with the Securities and Exchange Commission are hereby incorporated by
reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended March 31, 1997.
(b) The Registran's quarterly report on Form 10-Q for the
period ended June 30, 1997.
(c) Items 1 and 2 of the Registrant's Amendment No.1 to its Registration
Statement on Form 8-A filed on February 25, 1985, pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference to this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
3
Item 6. Indemnification of Directors and Officers.
1. As permitted by Sections 102 and 145 of the Delaware General Corporation
Law (as amended, 1993), the Registrant's Certificate of Incorporation eliminates
a director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach of a director's fiduciary duty except for
liability under Section 174 of the Delaware General Corporation Law, or
liability for any breach of the director's duty of loyalty to the Registrant or
its stockholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction from
which the director derived an improper personal benefit. The effect of this
provision in the Certificate of Incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.
2. The Registrant's bylaws provide for the indemnification of officers,
directors and employees, and the Company has entered into an indemnification
agreement with each officer and director of the Registrant (an "Indemnitee").
Under the bylaws and such indemnification agreements, the Registrant must
indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been director or employee of the Registrant
(including attorney's fees). The Registrant is also obligated to advance
expenses an Indemnitee may incur in connection with such actions before any
resolution of the action, and the Indemnitee may sue to enforce his or her right
to indemnification or advancement of expenses.
3. The Registrant presently maintains policies of insurance under which its
directors and officers of Registrant are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being, or having been, such directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
Item 8. Exhibits.
Number Document
4.1 Certificate of Incorporation of Registrant (1)
4.2 By-laws of Registrant (1)
4.3 Greenley Capital Company, L.P. Written Compensation Contract
4.4. Ferris Capital Written Compensation Contract
5.1 Opinion of Counsel as to Legality of Securities Being Registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (Contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see signature page)
- ----------------
(1) Exhibits Nos. 4.1 and 4.2 are incorporated by reference to the
Registrant's Registration Statement on Form S-18 filed on November 23, 1983,
registration number 2-88097-NY.
Item 9. Undertakings.
A. The 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 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.
5
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 (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 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, as amended, 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 Act 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
proceedings) 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 Act and will
be governed by the final adjudication of such issue.
6
SIGNATURES
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 Stamford, Connecticut on August 29, 1997.
WARRANTECH CORPORATION
S/N/S Joel San Antonio
By _____________________________
Joel San Antonio,
Chairman of the Board and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes Joel San Antonio, William Tweed and Desiree Kim Caban,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
S/N/S Joel San Antonio
______________________ Chairman of the Board, Chief August 29, 1997
Joel San Antonio Executive Officer
and Director
S/N/S Harris Miller
______________________ Executive Vice President & August 29, 1997
Harris G. Miller Chief Financial Officer
S/N/S William Tweed
______________________ Vice President and Director August 29, 1997
William Tweed
7
S/N/S Michael Salpeter
______________________ President and Director August 29, 1997
Michael Salpeter
S/N/S Desiree Kim Caban
______________________ Secretary August 29, 1997
Desiree Kim Caban
S/N/S Jeffrey J. White
______________________ Director August 29, 1997
Jeffrey J. White
S/N/S Lawrence Richenstein
______________________ Director August 29, 1997
Lawrence Richenstein
8
EXHIBIT INDEX
Exhibit Number Exhibit Page Number
4.1 Certificate of Incorporation of Registrant (1)
4.2 By-laws of Registrant (1)
4.3 Greenley Capital Company, L.P. Written Compensation Contract
4.4 Ferris Capital Written Compensation Contract
5.1 Opinion of Counsel as to legality of securities
being registered
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see signature page)
_______________
(1) Exhibits Nos. 4.1 and 4.2 are incorporated by reference to The
Registrant's Registration Statement on Form S-18 filed on November 23, 1983,
registration number 2-88097-NY.
9
EXHIBIT 4.3
GREENLEY CAPITAL COMPANY, L.P.WRITTEN COMPENSATION CONTRACT
10
EXHIBIT 4.4
FERRIS CAPITAL WRITTEN COMPENSATION CONTRACT
11
EXHIBIT 5.1
OPINION OF COUNSEL
12
NEWMAN TANNENBAUM HELPERN SYRACUSE & HIRSCHTRITT LLP
900 THIRD AVENUE
NEW YORK, NEW YORK 10022-4775
(212)508-6700
August 29, 1997
Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
Re: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement to be filed by you with the
Securities and Exchange Commission on or about August 29, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 50,000 shares of your
Common Stock issuable upon exercise of warrants to be granted under the Written
Compensation Contract with Greenley Capital Company, L.P. (the "Greenley
Contract") and 10,000 shares of your Common stock issuable upon the exercise
of options to be granted under the Written Compensation Contract with
Ferris Capital (the "Ferris Contract")(shares issuable pursuant to the
Greenley Contract and the Ferris Contract are herein collectively
referred to as the "Shares").
As counsel for Warrantech Corporation, 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 the Shares. It is our opinion that,
when issued and/or sold in the manner referred to in the Greenley Contract and
the Ferris Contract, respectively, the Shares will be legally and validly
issued, fully paid and non assessable.
We consent to the Registration Statement and further consent to the use of
our name wherever it appears in the Registration Statement and any amendments to
it.
Very truly yours,
NEWMAN TANNENBAUM HELPERN
SYRACUSE & HIRSCHTRITT LLP
13
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
14
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Warrantech Corporation on Form S-8 of our report dated June 26, 1997 on our
audits of the consolidated financial statements and financial statement schedule
of Warrantech Corporation as of March 31, 1997 and 1996, and for each of the
three years in the period ended March 31, 1997 which report is included in the
Annual Report on Form 10-K of Warrantech Corporation for the year ended March
31, 1997.
Coopers & Lybrand L.L.P.
Stamford, Connecticut
August 29, 1997
15
EXHIBIT 23.2
CONSENT OF COUNSEL
(See Exhibit 5.1)
16
EXHIBIT 24.1
POWER OF ATTORNEY
(See signature page)
17
