As filed with the
Securities and Exchange Commission
on August 14, 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)
of incorporation or organization) (I.R.S. Employer Identification No.)
Warrants Granted Under Written Compensation Contracts With:
Stonegate Securities, Inc.
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 ____
Exhibit Index appears on page ____
<PAGE>
<TABLE>
<CAPTION>
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
============================= ==================== ================= ====================== ====================
<S> <C> <C> <C> <C>
Common Stock
($.007 par value) 40,000(1) $5.00(2) $200,000 $60.61
============================= ==================== ================= ====================== ====================
(1) Shares issuable pursuant to Stonegate Securities, Inc. Written Compensation Contract.
(2) Based on the exercise price at which the warrants whose exercise will result in the issuance of the
shares being registered may be exercised.
</TABLE>
<PAGE>
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 Stonegate
Securities, Inc., pursuant to its written compensation contract with the
Registrant, pursuant to which warrants have been issued whose exercise will
result in the issuance of the shares being registered pursuant to this
Registration Statement.
<PAGE>
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) 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.
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 form 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.
Item 8. Exhibits.
Number Document
4.1 Certificate of Incorporation of Registrant (1)
4.2 By-laws of Registrant (1)
4.3 Stonegate Securities, Inc. 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.
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.
<PAGE>
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 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 14, 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 14, 1997
Joel San Antonio Executive Officer
and Director
S/N/S Harris G. Miller
______________________ Executive Vice President & August 14, 1997
Harris G. Miller Chief Financial Officer
S/N/S William Tweed
______________________ Vice President and Director August 14, 1997
William Tweed
S/N/S Michael Salpeter
______________________ President and Director August 14, 1997
Michael Salpeter
S/N/S Desiree Kim Caban
______________________ Secretary August 14, 1997
Desiree Kim Caban
S/N/S Jeffrey J. White
______________________ Director August 14, 1997
Jeffrey J. White
S/N/S Lawrence Richenstein
______________________ Director August 14, 1997
Lawrence Richenstein
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit Page Number
4.1 Certificate of Incorporation of Registrant (1)
4.2 By-laws of Registrant (1)
4.3 Stonegate Securities, Inc. 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.
<PAGE>
EXHIBIT 4.3
STONEGATE SECURITIES, INC. WRITTEN COMPENSATION CONTRACT
August 21, 1996
Warrantech Corporation
300 Atlantic Street
Stamford, CT 06901
Attention: Bernard J. White
Chief Financial Officer
Gentlemen:
1. The purpose of this letter is to set forth the terms of the engagement
by Warrantech Corporation ("Warrantech" or the "Company") of Stonegate
Securities, Inc. ("Stonegate") to serve as its financial advisor and to furnish
investment banking services to Warrantech with respect to:
(a) evaluating strategic alternatives available to the Company,
including evaluating the capital structure of the Company;
(b) rendering financial advice and services preparatory to the
possible sale of equity interests in the Company, including
introducing Warrantech to Wall Street investment banking firms in
order to identify potential investment bankers for Warrantech's
acquisition strategy or capital needs, as the case may be;
(c) evaluating potential acquisitions by the Company with respect to
other teleservices companies.
(d) contacting insurance companies in order to introduce Warrantech
to such insurance companies; and
(e) contacting insurance companies in order to acquire potentially
competing bids for Warrantech's warranty pools.
2. The Company represents that all information provided to Stonegate in
connection with the services to be performed under this Agreement will be
complete and correct in all material respects and will not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements contained therein, in light of the circumstances under
which they were made, not misleading (the "Information"). The Company agrees
to advise Stonegate immediately of the occurrence of any event or any other
change known to the Company that results in any of the information containing
an untrue statement of a material fact or omitting to state any material fact
necessary to make the statement contained therein, in light of the
circumstances under which they were made, not misleading.
3. If, in the course of such services, Stonegate advises the Company in
connection with any financial transaction or any sale, merger or acquisition,
Stonegate shall be separately compensated for such services pursuant to a
separate agreement and will receive fees that are customary for any such
transaction. The Company recognizes that Stonegate has followed, and will
continue to follow the Company's stock and, from time to time, Stonegate may
issue research reports concerning the Company and its stock. It is understood
between the Company and Stonegate that such reports are not issued on behalf,
or with the authorization, of the Company and Stonegate shall have sole
responsibility for their content. Neither the Company, nor its officers,
directors, employees or affiliates, shall have any responsibility for any
information contained in such reports or other information disseminated by
Stonegate concerning the Company, regardless of whether or not the Company
reviews or comments upon such reports or information. Stonegate agrees,
however, that it will disclose the existence of this agreement in any research
report or other written communication concerning the Company which is
disseminated by Stonegate.
4. The term of Stonegate's engagement shall be for the twenty four month
period from the date of this letter (the "Initial Term") and may be extended
beyond the Initial Term by mutual written consent. Notwithstanding the
foregoing, the company may terminate this Agreement with or without cause at
any time upon delivery to Stonegate of written notice thereof, except for the
Provisions set forth in paragraphs 2, 6 and 7, which provisions shall survive
the termination of this Agreement.
5. For providing financial advisory and investment banking services, the
Company agrees to pay Stonegate, upon execution of this Agreement, $20,000 in
cash (the "Engagement Fee"). In the event that Stonegate shall fail to provide
the services to be rendered under this Agreement, Stonegate shall return the
Engagement Fee to the Company as the Company's sole and exclusive remedy. In
addition, the Company agrees to grant Stonegate warrants (the "Warrants") to
purchase an aggregate of 40,000 shares of the Company's common stock at an
exercise price of $5.00 per share, 20,000 of which Warrants shall vest
immediately and shall be immediately exercisable and 20,000 of which Warrants
shall vest immediately and shall be exercisable commencing on the first
anniversary of the date of this Agreement. 20,000 of the Warrants shall be
issued to SRG Associates, Ltd. and 20,000 of the Warrants shall be issued to
Lyon Securities, Inc. All vested Warrants shall be exercisable in
accordance with their terms regardless of any termination of this Agreement.
Vested Warrants shall be exercisable for five years from the date of vesting.
The agreement evidencing the Warrants shall contain customary terms and
conditions, including, without limitation, anti-dilution provisions. In
addition, the Company shall grant Stonegate customary "piggy-back" registration
rights with respect to the shares of common stock underlying the Warrants.
6. If in connection with any services or matters that are the subject of
or arise out of this Agreement or Stonegate's engagement hereunder, Stonegate
becomes involved (whether or not as a name party) in any action, claim or legal
proceeding (including any governmental inquiry or investigation and including,
but not limited to, actions, claims or legal proceedings arising out of or
based upon any breach by the Company or any agreement or representation or
warranty of the Company contained herein, or any untrue statement or alleged
untrue statement of a material fact by the Company in any release or
communication to an offeree of the securities or an omission or alleged
omission to state a material fact required to be stated therein or necessary to
make the statements contained therein, not misleading), the Company agrees, to
the extent permitted by applicable law, to indemnify and hold Stonegate
harmless again any losses, claims, damages or liabilities, joint or several, as
they are incurred, to which Stonegate may become subject in connection
therewith, provided that Stonegate promptly notifies the Company of any such
action, claim or legal proceeding and provides the Company with an opportunity
to defend against or settle such matter with counsel of its choice, and
provided further that the Company shall not be liable under the indemnity
provisions hereof in respect of any loss, claim, damage or liability resulted
from Stonegate's negligence, bad faith, willful misconduct or violation of any
law, rule or regulation. The foregoing agreements shall apply to any
modification of Stonegate's engagement, and shall remain in full force and
effect following the completion or termination of Stonegate's engagement and
the sale of any securities and shall be in addition to any rights that
Stonegate may have at common law or otherwise. The foregoing agreements in
this paragraph shall, upon the same terms and conditions, extend to and inure
to the benefit of each person, if any, who may be deemed to control Stonegate
and to each of Stonegate's and each such person's respective affiliates,
directors, officers, employees and agents.
7. Stonegate agrees to indemnify and hold the Company, each person, if
any, who may be deemed to control the Company and to each of the Company's and
each such person's respective affiliates, directors, officers, employees and
agents harmless against any losses, claims, damages, joint or several, that
resulted from Stonegate's gross negligence, bad faith, willful misconduct or
violation of any law, rule or regulation or breach of this Agreement.
8. This Agreement may not be amended or modified except in writing and
shall be governed by and construed in accordance with the laws of the State of
Texas and all obligations shall be performed in Dallas County, Texas.
if the foregoing is in accordance with your understanding of the terms of
our engagement, please confirm your agreement by signing and returning the
enclosed copy of this letter to the undersigned effective as of the date first
above written.
Very truly yours,
STONEGATE SECURITIES, INC.
BY:________________________________
E.B. Lyon III, President
Confirmed and agreed to:
WARRANTECH CORPORATION
By:__________________________
Bernard J. White
Vice President Finance and
Chief Financial Officer
<PAGE>
EXHIBIT 5.1
OPINION OF COUNSEL
NEWMAN TANNENBAUM HELPERN SYRACUSE & HIRSCHTRITT LLP
900 THIRD AVENUE
NEW YORK, NEW YORK 10022-4775
(212)508-6700
August 14, 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 12, 1997
(the "Registration Statement") in connection with the registration under
the Securities Act of 1933, as amended, of 40,000 shares of your Common
Stock issuable upon the exercise of warrants granted under the Written
Compensation Contract with Stonegate Securities, Inc. (the "Stonegate
Contract") (shares issuable pursuant to the Stonegate Contract are herein
referred to as the "Shares").
As counsel for Warrantech Corporation, we have examined the proceedings
taken 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 Stonegate
Contract, 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
<PAGE>
EXHIBIT 23.1
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 and Subsidiaries as 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.
New York, New York
August 12, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
(See Exhibit 5.1)
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
(See signature page)
