As filed with the Securities and Exchange Commission on April 12, 1996.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement Under
the Securities Act of 1933
PIONEER FINANCIAL SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-2479273
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1750 EAST GOLF ROAD
SCHAUMBURG, ILLINOIS 60173
(Address of Principal Executive Offices) (Zip Code)
PIONEER FINANCIAL SERVICES, INC.
1994 OMNIBUS STOCK INCENTIVE PROGRAM
PIONEER FINANCIAL SERVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN
PIONEER FINANCIAL SERVICES, INC.
CAREER AGENT STOCK PURCHASE PLAN
(Full Title of the Plans)
A. CLARK WAID, III Telephone number,
ASSISTANT GENERAL COUNSEL including area code,
PIONEER FINANCIAL SERVICES, INC. of agent for service:
1750 EAST GOLF ROAD (708) 995-0400
SCHAUMBURG, ILLINOIS 60173
(Name and Address of Agent For Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered<F1> Per Share<F2> Price<F2> Fee
<S> <C> <C> <C> <C>
Common Stock, par value $1.00, 2,000,000 Shares $16.50 $33,000,000 $11,380
including Rights to Acquire
Series A Junior Preferred Stock<F3>
<FN>
<F1> An undetermined number of additional shares may be issued if the anti-dilution adjustment provisions of the plan become
operative.
<F2> Estimated solely for the purpose of calculating the registration fee in accordance with rule 457(c) and (h) under the
Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New
York Stock Exchange on April 10, 1996.
<F3> Prior to the occurrence of certain events, the Rights to Acquire Series A Junior Preferred Stock will not be evidenced
separately from the Common Stock.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(1) Pioneer Financial Services, Inc.'s (the "Company") Annual Report on
Form 10-K for the year ended December 31, 1995, as amended by its Form 10-K/A
which have heretofore been filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act").
(2) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the 1934 Act.
(3) The description of the Company's Rights to Acquire Series A Junior
Preferred Stock contained in the Company's Registration Statement on Form 8-A
filed with the Commission pursuant to Section 12 of the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 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 in this Registration Statement and to be a part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents enumerated above or subsequently filed by
the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act in
each year during which the offering made by this registration statement is in
effect prior to the filing with the Commission of the registrant's Annual Report
on Form 10-K covering such year shall not be Incorporated Documents or be
incorporated by reference in this registration statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 other subsequently filed
Incorporated Document 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.
The securities to be offered are registered under Section 12(b) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
The validity of the securities being offered hereby will be passed
upon by A. Clark Waid, III, Assistant General Counsel of the Registrant.
Item 6. Indemnification of Directors and Officers.
Certain provisions of the General Corporation Law of the State of
Delaware provide that the Company may indemnify the directors and officers of
the Company and affiliated companies against liabilities and expenses incurred
by reason of the fact that such persons were serving in such capacities, subject
to certain limitations and conditions set forth in the statute. Article
Thirteenth of the Certificate of Incorporation of the Company provides that the
Company shall indemnify its directors and officers to the fullest extent
permitted by Delaware law.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index.
Item 9. Undertakings.
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, as amended (the "1933 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) That, for the purposes of determining any liability under the
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and where applicable each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the 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.
(4) 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) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 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
1933 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
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 1933 Act and
will be governed by the final adjudication of such issue.
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 Schaumburg, State of Illinois, on the 12th day of
April, 1996.
PIONEER FINANCIAL SERVICES, INC.
By: /s/ Peter W. Nauert
Peter W. Nauert,
Chairman, Chief Executive Officer
and Director
POWER OF ATTORNEY
We, the undersigned officers and directors of Pioneer Financial
Services, Inc., hereby severally constitute Peter W. Nauert and David I.
Vickers, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all amendments (including post-effective amendments) to
said Registration Statement, and generally to do all such things in our name and
behalf in the capacities indicated below to enable Pioneer Financial Services,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorneys, or
any of them, to said Registration Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities indicated on the 12th
day of April, 1996.
Signature Title
/s/ Peter W. Nauert /s/ Michael A. Cavataio
Peter W. Nauert, Chairman, Michael A. Cavataio
Chief Executive Officer and Director
Director
/s/ David I. Vickers /s/ Michael K. Keefe
David I. Vickers Michael K. Keefe
Vice President, Treasurer and Director
Chief Financial Officer
/s/ William B. Van Vleet /s/ Karl-Heinz Klaeser
William B. Van Vleet Karl-Heinz Klaeser
Director Director
/s/ Charles R. Scheper /s/ Richard R. Haldeman
Charles R. Scheper Richard R. Haldeman
Director Director
/s/ Robert F. Nauert /s/ R. Richard Bastian, III
Robert F. Nauert R. Richard Bastian, III
Director Director
/s/ Thomas Brophy /s/ Carl Hulbert
Thomas Brophy Carl Hulbert
Director Director
EXHIBIT INDEX
Exhibit Number Description
4.1 Certificate of Incorporation, as amended (incorporated herein by
reference to Exhibit 3(a) to Registrant's Registration Statement
on Form S-1 (No. 33-7759)).
4.2 By-laws, as amended (incorporated herein by reference to Exhibit
3(b) to Amendment No. 1 to Registrant's Registration Statement on
Form S-1 (No. 33-7759)).
4.3 Rights Agreement dated as of December 12, 1990 between the
Registrant and First Chicago Trust Company of New York
(incorporated by reference to Exhibit 2 to the Registrant's
Registration Statement on Form 8-A dated December 14, 1990).
5* Opinion (including consent) of A. Clark Waid, III, Assistant
General Counsel of the Registrant.
23.1* Consent of A. Clark Waid, III, Assistant General Counsel of the
Registrant (included in Exhibit 5).
23.2* Consent of Ernst & Young LLP.
24 Power of Attorney (included in signature page).
___________________
*Filed herewith
Exhibit 5
April 10, 1996
Board of Directors
Pioneer Financial Services, Inc.
1750 East Golf Road
Schaumburg, Illinois 60173
RE: 2,000,000 Shares of Common Stock (par value $1.00) (including the
associated Rights to Acquire Series A Junior Preferred Stock),
issuable pursuant to Pioneer Financial Services, Inc.'s (a) 1994
Omnibus Stock Incentive Program, (b) Employee Stock Purchase Plan, and
(c) Career Agent Stock Purchase Plan (collectively, the "Plans")
Gentlemen:
I am Assistant General Counsel of Pioneer Financial Services, Inc. (the
"Company") and have participated in the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 2,000,000 shares of the Company's
Common Stock, $1.00 par value (the "Common Stock"), which may be issued pursuant
to the Plans and 2,000,000 Rights to Acquire Series A Junior Preferred Stock
which currently are attached to, and trade with, the Common Stock.
I have examined or considered:
1. A copy of the Company's Certificate of Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of Delaware, as
of a recent date, as to the good standing of the Company in that state.
4. A copy of resolutions duly adopted by the Board of Directors of
the Company relating to the Plans.
5. A copy of the Plans.
In addition to the examination outlined above, I have conferred with
various officers of the Company and have ascertained or verified, to my
satisfaction, such additional facts as I deemed necessary or appropriate for the
purposes of this opinion.
Based on the foregoing, I am of the opinion that:
(a) The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock under
the Plans have been duly taken, and the related Common Stock, upon
acquisition pursuant to the terms of the Plans, and the associated Rights
to Acquire Series A Junior Preferred Stock, will be duly authorized,
legally and validly issued, fully paid and nonassessable.
I hereby consent to all references to my name in the Registration Statement
and to the filing of this opinion by the company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ A. Clark Waid, III
A. Clark Waid, III
Assistant General Counsel
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1994 Omnibus Stock Incentive Program, the Employee Stock
Purchase Plan and the Career Agent Stock Purchase Plan of Pioneer Financial
Services, Inc., of our report dated March 8, 1996, with respect to the
consolidated financial statements and financial statement schedules of Pioneer
Financial Services, Inc. and subsidiaries included in its Annual Report (Form
10-K) for the year ended December 31, 1995, as amended by Form 10-K/A, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
April 12, 1996
