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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JB OXFORD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Utah 95-4099866
(State of incorporation) (I.R.S. Employer Identification No.)
9665 Wilshire Blvd., Third Floor, Beverly Hills, CA 90212
(Address of Principal Executive Offices) (Zip Code)
JB Oxford Holdings, Inc. 1998 Stock Option and Award Plan
(Full Title of the Plan)
Christopher L. Jarratt Copy to:
Chairman of the Board and Christopher J. Hubbert, Esq.
Chief Executive Officer Kohrman Jackson & Krantz P.L.L.
JB Oxford Holdings, Inc. One Cleveland Center, 20th Floor
9665 Wilshire Blvd., Third Floor Cleveland, Ohio 44114
Beverly Hills, CA 90212 216/696-8700
310/777-8888
(Name, address, telephone number,
including area code of agent for service)
Calculation of Registration Fee
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Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per aggregate offering registration fee
share(1) price(1)
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<S> <C> <C> <C> <C>
Common Stock, 1,550,000 shares $1.3125 $2,034,375.00
$0.01 par value 22,500 shares $ 9.00 $ 202,500.00
531,000 shares $7.4375 $3,949,312.50
1,396,500 shares $ 4.16 $5,809,440.00 $3,166.85
Plan Interests Indeterminate (2)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) on the basis of (i) the actual exercise price of
outstanding options under the Registrant's 1998 Stock Option and Award Plan
(the "Plan") for the purchase of 1,550,000 shares of Common Stock at
$1.3125 per share, 22,500 shares of Common Stock at $9.00 per share and
531,000 Shares of Common Stock at $7.4375 per share, and (ii) the average
of the high and low market price of the Common Stock on August 16, 2000
with respect to 1,396,500 shares of Common Stock for which options have not
yet been granted pursuant to the Plan.
(2) Pursuant to Rule 416 (c) under the Securities Act of 1933, as amended, this
Registration Statement covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the JB Oxford Holdings, Inc. 1998 Stock Option and Award
Plan, pursuant to Rule 428(b)(1) issued by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by JB Oxford Holdings, Inc., a
Utah corporation (the "Company"), with the Commission are hereby incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000, filed on May 12, 2000.
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000, filed on August 14, 2000.
(d) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A dated September 24, 1987 (File No.
000-16240) filed with the Commission pursuant to Section 12(g) of the
Exchange Act. (There is no further Amendment or report filed for the
purpose of updating such description.)
All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
Amendment hereto that indicates all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in 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.
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Item 6. Indemnification of Directors and Officers
Certain provisions of the Utah General Corporation Law, the Company's
articles of incorporation and contracts provide that in certain cases, officers
and directors of the Company will be indemnified by the Company against certain
costs, expenses and liabilities which such officer or director may incur in his
capacity as such. The Company maintains an insurance policy that provides
protection, within the maximum liability limits of the policy and subject to a
deductible amount for each claim, to the Company under its indemnification
obligations and to the directors and officers of the Company with respect to
certain matters that are not covered by the Company's indemnification
obligations. Accordingly, the liability of such persons may be affected as a
result thereof.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 The Company's 1998 Stock Option and Award Plan/1/
4.2 The Company's articles of incorporation/2/
5.1 Opinion of Kohrman Jackson & Krantz P.L.L.
23.1 Consent of Arthur Andersen, LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion filed
as Exhibit 5.1)
24.1 Reference is made to the Signatures section of this Registration Statement
for the Power of Attorney contained therein
Item 9. Undertakings
(a) The Company hereby undertakes:
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/1/ Incorporated by reference to the Company's Proxy Statement on Schedule
14A, as filed with the Commission on April 29, 1999.
/2/ Incorporated by reference to Exhibit 1 of the Company's Current Report
on Form 8-K as filed with the Commission on October 30, 1990.
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(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 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; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (ii) above do not
apply if 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 15(d) of the Exchange Act that are incorporated by reference in
the registration statement.
(2) That for the purpose of determining liability under the 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 Company hereby undertakes that, for purposes of determining any
liability under the Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange 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.
(c) Insofar as indemnification for liabilities arising under the 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 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
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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 Act and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beverly Hills, State of California, on August 21,
2000.
JB OXFORD HOLDINGS, INC.
By: /s/ Christopher L. Jarratt
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Christopher L. Jarratt
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Christopher L. Jarratt and James G. Lewis
his true and lawful attorneys-in-fact, each acting alone, with full powers 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 any post-
effective amendments, to this registration statement, 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
said attorneys-in-fact or their substitutes, each acting alone, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Name Title Date
<S> <C> <C>
/s/ Christopher L. Jarratt Chairman and Chief Executive Officer August 21, 2000
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Christopher L. Jarratt
/s/ James G. Lewis Director, President and Chief Operating August 21, 2000
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James G. Lewis Officer
/s/ Michael J. Chiodo Chief Financial Officer, Treasurer August 21, 2000
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Michael J. Chiodo (Principal Financial and Accounting Officer)
/s/ Mark D. Grossi Director August 21, 2000
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Mark D. Grossi
/s/ David A. Mahood Director August 21, 2000
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David A. Mahood
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EXHIBIT INDEX
4.1 The Company's 1998 Stock Option and Award Plan/1/
4.2 The Company's articles of incorporation/2/
5.1 Opinion of Kohrman Jackson & Krantz P.L.L.
23.1 Consent of Arthur Andersen, LLP
23.2 Consent of BDO Seidman, LLP
23.3 Consent of Kohrman Jackson & Krantz P.L.L. (contained in its opinion filed
as Exhibit 5.1)
24.1 Reference is made to the Signatures section of this Registration Statement
for the Power of Attorney contained therein
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/1/ Incorporated by reference to the Company's Proxy Statement on Schedule
14A, as filed with the Commission on April 29, 1999.
/2/ Incorporated by reference to Exhibit 1 of the Company's Current Report
on Form 8-K as filed with the Commission on October 30, 1990.
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