Registration Statement No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MICROFINANCIAL INCORPORATED
(Exact name of registrant as specified in its charter)
Massachusetts 04-2962824
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 Winter Street
Waltham, MA 02451
(781) 890-0177
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
MicroFinancial Incorporated 1998 Equity Incentive Plan
and
MicroFinancial Incorporated 1987 Stock Option Plan
(Full title of the plans)
Peter B. Bleyleben
President and Chief Executive Officer
MicroFinancial Incorporated
950 Winter Street
Waltham, MA 02451
(781) 890-0177
(Name, address, including zip code and telephone number,
including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq.
Edwards & Angell, LLP
2800 BankBoston Plaza
Providence, RI 02903
(401) 274-9200
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------ ----------------- ------------------ ------------------- ------------
Title of Each Class Amount to be Proposed maximum Proposed maximum Amount of
of Securities to be Registered registered offering price per aggregate offering registration
unit (1) price (1) fee
- ------------------------------ ----------------- ------------------ ------------------- ------------
<S> <C> <C> <C> <C>
Class A Common Stock, 2,120,380 shares $12.5625 $26,637,273 $7,405.16
$.01 par value
- ------------------------------ ----------------- ------------------ ------------------- ------------
</TABLE>
(1) These figures are estimates made solely for the purpose of calculating the
registration fee pursuant to Rule 457 under the Securities Act of 1933, as
amended. The registration fee has been calculated in accordance Rule
457(h) based upon the average of the high and low prices for shares of
MicroFinancial Incorporated on the New York Stock Exchange on March 30,
1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which MicroFinancial Incorporated (the
"Registrant") has filed with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act"), are incorporated in this Registration Statement by reference:
1. Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
2. The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the Exchange
Act, including any amendments or reports filed for the purpose of updating
such description.
All documents filed with the Commission by the Registrant pursuant to
Sections 13, 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and made a part hereof from the date of filing
of such documents. Any statement contained in this Registration Statement or in
a document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws ("Section 67")
provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its officers and directors under Section 67 is optional. The Registrant's
by-laws provide that the Registrant shall, to the extent legally permissible,
indemnify any person serving or who has served as a director or officer of the
corporation against all liabilities and expenses, including amounts paid in
satisfaction of judgments, in compromise or as fines and penalties, and counsel
fees, reasonably incurred by the director or officer in connection with the
defense or disposition of any action, suit or other proceeding, whether civil or
criminal, in which he or she may be involved or with which he or she may be
threatened, while serving or thereafter, by reason of being or having been such
a director, officer, except with respect to any matter as to which he or she
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his or her action was in the best interests of the
Registrant; provided, however, that as to any matter disposed of by a compromise
payment by such director or officer, no indemnification for said payment or
expenses shall be provided unless such compromise is approved as in the best
interests of the Registrant. Expenses reasonably incurred by any such director
or officer in connection with the defense or disposition of any such action,
suit or other proceeding may be paid from time to time by the Registrant in
advance of final disposition.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description of Exhibit
5 Opinion of Edwards & Angell re: legality
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Edwards & Angell (included in Exhibit 5)
24 Power of Attorney (included on signature pages to this Registration
Statement)
<PAGE>
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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(2) 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.
(b) The Registrant hereby further 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
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
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the Registrant's bylaws, 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 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 Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, MicroFinancial
Incorporated has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Waltham,
Commonwealth of Massachusetts, on this 7th day of April, 1999.
MICROFINANCIAL INCORPORATED
By /s/Peter R. Bleyleben
------------------------------------------
Peter R. Bleyleben
President, Chief Executive
Officer and Director
Each person whose signature appears below hereby constitutes and appoints
the President and Chief Executive Officer as his true and lawful
attorney-in-fact, with full power and authority to execute in the name, place
and stead of each such person in any and all capacities and to file, an
amendment or amendments to this Registration Statement (and all exhibits
thereto) and any documents relating thereto, which amendments may make such
changes in the Registration Statement as said officer so acting deems advisable.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 7, 1999.
Signature Title
/s/Peter R. Bleyleben President, Chief Executive Officer and Director
--------------------------
Peter R. Bleyleben
/s/Richard F. Latour Executive Vice President, Chief Operating
-------------------------- Officer and Chief Financial Officer
Richard F. Latour
/s/Brian E. Boyle Director
--------------------------
Brian E. Boyle
/s/Torrence C. Harder Director
--------------------------
Torrence C. Harder
/s/Jeffrey Parker Director
--------------------------
Jeffrey Parker
/s/Alan Zakon Director
--------------------------
Alan Zakon
Exhibit 5
April 7, 1999
MicroFinancial Incorporated
950 Winter Street
Waltham, MA 02154
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by MicroFinancial
Incorporated (the "Company") of a Registration Statement on Form S-8 (the
"Registration Statement") registering under the Securities Act of 1933, as
amended, 2,120,380 shares of Common Stock, $.01 par value (the "Common Stock"),
to be issued or issuable upon the exercise of outstanding stock options under
the MicroFinancial Incorporated 1998 Equity Incentive Plan and the
MicroFinancial Incorporated 1987 Stock Option Plan (collectively, the "Plans").
As counsel for the Company, we participated in the preparation of the
Registration Statement and have examined such other certificates and documents
as we deemed necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that the shares of Common
Stock being registered by the Registration Statement, when issued and paid for
as contemplated by the Plans, will be validly issued, fully paid and
non-assessable.
We hereby consent to the reference to our firm in and the use of this
opinion in connection with the Registration Statement and all amendments
thereto. This opinion may not be used for any other purpose or relied upon by
any other person, firm or corporation for any purpose without our prior written
consent.
Very truly yours,
/s/ Edwards & Angell, LLP
---------------------------
EDWARDS & ANGELL, LLP
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 19, 1999, on our audits of the
consolidated financial statements of MicroFinancial Incorporated.
PricewaterhouseCoopers LLP
Boston, Massachusetts
April 7, 1999
