<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
(Exact name of Registrant as specified in its charter)
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Delaware 6162 87-0418807
- -------------------------------------- ------------------------------------ ----------------------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
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AMERICAN BUSINESS FINANCIAL SERVICES, INC.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
(Address, including zip code of Registrant's principal executive offices)
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
AMENDED AND RESTATED STOCK OPTION PLAN,
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AND
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
ANTHONY J. SANTILLI, JR.
Chairman, President, Chief Executive Officer,
Chief Operating Officer and Director
American Business Financial Services, Inc.
Bala Pointe Centre
111 Presidential Boulevard
Bala Cynwyd, PA 19004
(610) 668-2440
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
JANE K. STORERO, ESQUIRE
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, Pennsylvania 19103
(215) 569-5500
CALCULATION OF REGISTRATION FEE
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Amount Proposed
Title of each class of to be maximum offering Proposed Amount of
securities to be registered registered(1) price maximum offering registration fee
per share price
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Common Stock........................ 589,988 (2) $9,138,466 $2,696
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<PAGE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plans, may become subject to the Plans
pursuant to the anti-dilution provision of the Plans.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, 148,000 shares are being registered
based upon an exercise price of $20.00 per share ($2,960,000 in the
aggregate), 112,500 shares are being registered at $5.00 per share
($562,500 in the aggregate), 43,500 shares are being registered at $2.67
per share ($116,145 in the aggregate), 25,000 shares are being
registered at a price of $17.75 per share ($443,750 in the aggregate),
20,000 shares are being registered at a price of $23.50 per share
($470,000 in the aggregate), 25,000 shares are being registered at
$23.25 per share ($581,250 in the aggregate), 2,500 shares are being
registered at a price of $18.50 per share ($46,250 in the aggregate),
2,000 shares are being registered at a price of $20.50 per share
($41,000 in the aggregate), 2,500 shares are being registered at a price
of $21.875 per share ($54,688 in the aggregate), 8,000 shares are being
registered at a price of $21.375 per share ($171,000 in the aggregate),
20,000 shares are being registered at a price of $26.00 per share
($520,000 in the aggregate), 2,500 shares are being registered at a
price of $27.00 per share ($67,500 in the aggregate), 2,500 shares are
being registered at a price of $26.625 per share ($66,563 in the
aggregate), 3,000 shares are being registered at a price of $24.00 per
share ($72,000 in the aggregate),15,000 shares are being registered at a
price of $23.00 per share ($345,000 in the aggregate), 5,000 shares are
being registered at a price of $25.25 per share ($126,250 in the
aggregate), 15,500 shares are being registered at $24.50 per share
($379,750 in the aggregate), 7,500 shares are being registered at $22.00
per share ($165,000 in the aggregate) and the remaining 129,988 shares
are being registered based upon the average of the bid and asked prices
of the common stock on the Nasdaq National Market System of $15.00 per
share on September 25, 1998 ($1,949,820 in the aggregate).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the American Business Financial
Services, Inc. Amended and Restated Stock Option Plan, 1995 Stock Option Plan
for Non-Employee Directors and the 1997 Non-Employee Director Stock Option Plan
(the "Plans") as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will be
sent or given to employees as specified in Rule 428(b)(1) and are not required
to be filed as part of this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by American
Business Financial Services, Inc. ("ABFS" or the "Company") with the Commission
are hereby incorporated by reference in this Registration Statement:
(i) The Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1998 (File No. 0-22474) filed pursuant to Rule
13a-1 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and all amendments thereto;
(ii) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal
year covered by the Annual Report on Form 10-KSB referred to
in (i) above; and
(iii) The description of the Company's Common Stock, which is
incorporated by reference to the Company's Registration
Statement on Form 8-A (File No. 0-22474) filed with the
Commission on January 8, 1997 and all amendments or reports
filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after the date hereof, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed
incorporated by reference into this Registration Statement and to be a part
thereof from the date of the filing of such documents. Any statement contained
in the documents incorporated, or deemed to be incorporated, be reference herein
or therein shall be deemed to be modified or superseded for purposes of this
Registration Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed document which
also is, or is deemed to be, incorporated by reference herein or therein
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 and the Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be directed to Beverly
Santilli, Secretary of the Company, American Business Financial Services, Inc.,
Bala Pointe Centre, 111 Presidential Boulevard, Bala Cynwyd, PA 19004, telephone
number (610) 668-2440.
<PAGE>
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
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 Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") and the Amended and Restated Bylaws (the "Bylaws") of ABFS
provide for indemnification of its directors and officers to the full extent
permitted by Delaware law. In the event that the Delaware General Corporation
Law (the "Corporation Law") is amended to authorize corporate action further
eliminating or limiting the personal liability of directors and officers, the
Certificate of Incorporation and Bylaws provide the personal liability of the
directors and officers of ABFS shall be so eliminated or limited.
Section 145 of the Corporation Law provides, in substance, that
Delaware corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that they were or are such
directors, officers, employees or agents, against expenses incurred in any such
action, suit or proceeding.
Section 145 of the Corporation Law provides that a company may pay the
expenses incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding upon an undertaking
by or on behalf of such director or officer to repay such amount if it is
ultimately determined that he or she is not entitled to be indemnified by the
corporation. The Certificate of Incorporation and Bylaws of ABFS provide that
ABFS shall pay such expenses.
The Company has obtained insurance to cover the Company's directors and
executive officers for liabilities which may be incurred in connection with the
offer, sale and registration of the Common Stock.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement
or, where so indicated have been previously filed and are incorporated herein by
reference.
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Regulation S-B
Exhibit Number Description
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4.1 Certificate of Incorporation of American Business Financial Services,
Inc.*
4.2 Bylaws of American Business Financial Services, Inc.**
5 Opinion of Blank Rome Comisky & McCauley LLP regarding
legality.
10.1 American Business Financial Services, Inc. Amended and Restated Stock
Option and Incentive Plan.***
American Business Financial Services, Inc. 1995 Stock Option Plan
for Non-Employee Directors.****
10.3 American Business Financial Services, Inc. 1997 Non-Employee
Director Stock Option Plan.*****
23.1 Consent of BDO Seidman, LLP.
Consent of Blank Rome Comisky & McCauley LLP
(included in Exhibit 5).
24 Power of Attorney (included on the Signature Page).
</TABLE>
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* Incorporated hereby by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-KSB (File No. 1-14268) for the fiscal year ended June
30, 1996 filed with the Commission on September 27, 1996.
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form SB-2 (Registration No. 333-18919) filed
with the Commission on December 27, 1996 (the "1996 Form SB-2").
*** Incorporated hereby by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-QSB (File No. 0-22474) for the quarter ended
September 30, 1997 filed with the Commission on November 14, 1997.
**** Incorporated hereby by reference to Exhibit 10.6 of Amendment No. 1 to
the 1996 Form SB-2 filed with the Commission on February 4, 1996.
***** Incorporated hereby by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-QSB (File No. 0-22474) for the quarter ended
September 30, 1997 filed with the Commission on November 14, 1997.
<PAGE>
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:
(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 the 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 the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule
424(b) if, the aggregate, the changes in value and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" Table in the
effective Registration Statement; and
(iii) to include any additional material information
on the plan of distribution not previously disclosed
in this Registration Statement or any material change
to such information 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.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) of this section 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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934, as amended (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 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 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 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 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 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
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 authorized this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on
September 28, 1998.
AMERICAN BUSINESS FINANCIAL SERVICES, INC.
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Date: September 28, 1998 By: /s/Anthony J. Santilli, Jr.
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Anthony J. Santilli, Jr., Chairman, President,
Chief Executive Officer, Chief Operating Officer
and Director (Duly Authorized Officer)
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anthony J. Santilli, his true and lawful
attorney-in-fact and agent with full power of substitution or resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
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Signature Capacity Date
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/s/Anthony J. Santilli, Jr. Chairman, President, Chief Executive September 28, 1998
- -------------------------------- Officer, Chief Operating Officer and
Anthony J. Santilli, Jr. Director (Principal Executive and
Operating Officer)
/s/David M. Levin Senior Vice President-Finance and Chief September 28, 1998
- -------------------------------- Financial Officer (Principal Financial and
David M. Levin Accounting Officer)
/s/Leonard Becker Director September 28, 1998
- --------------------------------
Leonard Becker
/s/Richard Kaufman Director September 28, 1998
- --------------------------------
Richard Kaufman
/s/Michael DeLuca Director September 28, 1998
Michael DeLuca
/s/Harold Sussman Director September 28, 1998
- --------------------------------
Harold Sussman
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<PAGE>
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Regulation S-B
Exhibit Number Description
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4.1 Certificate of Incorporation of American Business Financial Services,
Inc.*
4.2 Bylaws of American Business Financial Services, Inc.**
5 Opinion of Blank Rome Comisky & McCauley LLP regarding
legality.
10.1 American Business Financial Services, Inc. Amended and Restated Stock
Option and Incentive Plan.***
American Business Financial Services, Inc. 1995 Stock Option Plan
for Non-Employee Directors.****
10.3 American Business Financial Services, Inc. 1997 Non-Employee
Director Stock Option Plan.*****
23.1 Consent of BDO Seidman, LLP.
Consent of Blank Rome Comisky & McCauley LLP
(included in Exhibit 5).
24 Power of Attorney (included on the Signature Page).
</TABLE>
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* Incorporated hereby by reference to Exhibit 3.1 of the Company's Annual
Report on Form 10-KSB (File No. 1-14268) for the fiscal year ended June
30, 1996 filed with the Commission on September 27, 1996.
** Incorporated hereby by reference to Exhibit 3.2 of the Company's
Registration Statement on Form SB-2 (Registration No. 333-18919) filed
with the Commission on December 27, 1996 (the "1996 Form SB-2").
*** Incorporated hereby by reference to Exhibit 10.2 of the Company's
Quarterly Report on Form 10-QSB (File No. 0-22474) for the quarter ended
September 30, 1997 filed with the Commission on November 14, 1997.
**** Incorporated hereby by reference to Exhibit 10.6 of Amendment No. 1 to
the 1996 Form SB-2 filed with the Commission on February 4, 1996.
***** Incorporated hereby by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-QSB (File No. 0-22474) for the quarter ended
September 30, 1997 filed with the Commission on November 14, 1997.
<PAGE>
Blank Rome Comisky & McCauley LLP
--------------------------------------------
September 28, 1998
American Business Financial Services, Inc.
111 Presidential Boulevard
Bala Cynwyd, PA 19004
Gentlemen:
We have acted as counsel to American Business Financial Services, Inc.
(the "Company") in connection with the preparation of the Registration Statement
on Form S-8 ("Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the offering of up to 589,988 shares of common stock, par value
$.001 per share ("Common Stock"), by the Company pursuant to the Company's
Amended and Restated Stock Option Plan, the 1995 Stock Option Plan for
Non-Employee Directors and the 1997 Non-Employee Director Stock Option Plan (the
"Plans"). This opinion is furnished pursuant to the requirements of Item
601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in
connection with a variety of matters referred to us by it, our services are
limited to specific matters so referred. Consequently, we may not have knowledge
of many transactions in which the Company has engaged or its day-to-day
operations.
In rendering this opinion, we have examined the following documents:
(i) the Company's Certificate of Incorporation and Bylaws, as amended and
restated since the inception of the Company, (ii) resolutions adopted by the
Board of Directors related to the Plans; (iii) the Registration Statement
(including all exhibits thereto); and (iv) a certification from the Company's
transfer agent. We have assumed and relied, as to question of fact and mixed
questions of law and fact, on the truth, completeness, authenticity and due
authorization of all documents and records examined and the genuineness of all
signatures.
We have not made any independent investigation in rendering this
opinion other than the document examination described. Our opinion is therefore
qualified in all respects by the scope of that document examination. We make no
representation as to the sufficiency of our investigation for your purposes.
This opinion is limited to the laws of the State of Delaware. In rendering this
opinion we have assumed (i) compliance with all other laws, including federal
laws, and (ii) compliance with all Delaware securities and antitrust laws.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that:
The shares of Common Stock of the Company which are being offered by
the Company pursuant to the Registration Statement, when sold in the
manner and for the consideration contemplated by the Registration
Statement, will be legally issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in laws which may hereafter
occur.
This opinion is strictly limited to the matters stated herein and no
other or more extensive opinion is intended, implied or to be inferred beyond
the matters expressly stated herein.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Blank Rome Comisky & McCauley LLP
-----------------------------------------
BLANK ROME COMISKY & McCAULEY LLP
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
American Business Financial Services, Inc.
Bala Cynwyd, PA
We hereby consent to the use in this Registration Statement on Form S-8
of our report dated September 11, 1998, relating to the consolidated financial
statements of American Business Financial Services, Inc. and subsidiaries.
/s/ BDO Seidman, LLP
-----------------------------------
BDO SEIDMAN, LLP
Philadelphia, Pennsylvania
September 28, 1998
